No New Liens. Subject to Section 11.03 of the 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 Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Hexion Inc.)
No New Liens. Subject (a) Whether or not any Insolvency or Liquidation Proceeding has been commenced, each Agent agrees, for itself and on behalf of its Related Secured Parties, that no Secured Party shall accept any additional Lien under any Collateral Document on any asset of any Grantor to Section 11.03 secure Obligations of any Class unless such Grantor has granted or concurrently grants a Lien on such asset to secure Obligations of the New 1.5 Lien Notes Indenture and other Class (all such Liens to have the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as relative priorities set forth herein based on whether the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 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 terms hereof). Subject foregoing shall not apply to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision (i) Liens on any asset of any Second-Priority Document relating Grantor granted to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after secure Obligations of any Class if such asset is expressly excluded from the date hereof, if it shall hold any Lien on any assets grant of the Company or any other a security interest by such Grantor securing any Second-Priority Claims that are not also subject pursuant to the Lien in favor Collateral Documents of the other Second-Priority 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 case such Agent 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 any amounts received by or distributed to such Second-Priority Agent or any of its Related Secured Parties pursuant to or as a result of Liens granted in contravention of this Section shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 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. Subject to Section 11.03 of the 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 Senior Lender Claims has not occurred, the The parties hereto agree that, (a) so long as the Complete Discharge of Priority Lien Obligations 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 a Grantor to secure any Third Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) 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 substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, (i) no Grantor shall be required to xxxxx x Xxxx on any Excluded Assets and (ii) the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (W&t Offshore Inc), Intercreditor Agreement (W&t Offshore Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness(a) The parties hereto agree that, so long as the Discharge of Senior Lender 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 a Grantor to secure any Second Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the First Priority Claims or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any First Priority Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor 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 shall be subject to Section 4.02(a).
(b) The parties hereto agree that, after so long as the date hereofDischarge of Second Priority Claims has not occurred, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any Lien of its subsidiaries to, grant or permit any additional Liens on any assets asset to secure any Excess Claims other than Liens that would otherwise constitute First Priority Liens but for the fact that such Liens secured Excess Claims. To the extent that the provisions of the Company or immediately preceding sentence are not complied with for any reason, without limiting any other Grantor securing any Second-Priority Claims that are not also subject right or remedy available to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-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 assignmentother Second Priority Secured Parties, each Second-Priority Agent may retain Person that holds Excess Claims agrees that any amounts received by or distributed to any such Person pursuant to or as a junior lien on such assets result of any Lien granted in contravention of this Section 2.03(b) shall be subject to the terms hereofSection 4.02(b). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Dune Energy Inc), Intercreditor Agreement (Perkins & Marie Callender's Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations (other than an Excluded Asset) unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. If the Second Lien Representative, if the Second Lien Collateral Agent or any Second-Priority Agent Second Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority Liens securing all First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Collateral Documents, such Second-Priority Second Lien Representative, Second Lien Collateral Agent or Second Lien Secured Party shall notify the Intercreditor Agent Designated First Lien Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral 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 First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Secured Parties shall be deemed to hold and have held such Lien for the case benefit of an assignmenteach First Lien Representative, each Second-Priority First Lien Collateral Agent may retain and the other First Lien Secured Parties 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 any First Lien Representative, any First Lien Collateral Agent and/or the First Lien Secured Parties, the Second Lien Representative and the Second Lien Collateral Agent, 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 junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof). Subject contrary, cash and cash equivalents may be pledged to Section 11.03 secure reimbursement obligations in respect of the New 1.5 letters of credit without granting a Lien Notes Indenture and the corresponding provision of thereon to secure any Second-Priority Document relating to Future Second-other First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 2 contracts
Samples: Intercreditor Agreement (Ion Geophysical Corp), Second Lien Intercreditor Agreement (Ion Geophysical Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Indebtedness has not occurred, (a) the parties hereto agree thatTerm Administrative Agent, after on behalf of the date hereofTerm Claimholders, if hereby agrees that neither the Term Administrative Agent nor any Second-Priority Agent shall hold Term Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor has granted a senior Lien on any assets such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Company Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any other Grantor securing Guarantor any Second-Priority Claims that are not also additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the first-priority Lien in respect provisions of Section 2.1 and Section 3.
1. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Lender Claims under Indebtedness Representative, on behalf of the Senior Lender DocumentsRevolving Claimholders, such Second-Priority Agent and the Term Administrative Agent, on behalf of Term Claimholders, hereby 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 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 be subject to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 2 contracts
Samples: Intercreditor Agreement (Forest Oil Corp), Intercreditor Agreement (Starboard Resources, Inc.)
No New Liens. Subject to Section 11.03 12.05 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessDebt, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 (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 12.05 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessDebt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement (Petroquest Energy Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims has ABL Obligations and the Discharge of Noteholder Obligations have not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets of Insolvency Proceeding has been commenced by or against the Company or any other Grantor, the ABL Agent, the ABL Secured Parties, the Collateral Agent and the Note Claimholders, each acknowledge and agree that the Company shall not, and shall not permit any other Grantor securing to:
(a) grant or permit any Secondadditional Liens on any asset or property to secure any ABL Obligations (other than any Rule 3-Priority Claims that are not also subject 16 Capital Interests and any ABL Exclusive Real Property) unless such Grantor has granted or concurrently grants (or offered 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 grant with a reasonable opportunity for such Lien to the Intercreditor Agent (and/or its designeebe accepted) as security for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien Lien on such assets asset or property to secure all of the Noteholder Obligations; or
(b) grant or permit any additional Liens on any asset or property to secure any Noteholder Obligations (other than any Noteholder Exclusive Real Property) unless such Grantor has granted or concurrently grants (or offered to grant with a reasonable opportunity for such Lien to be accepted) a Lien on such asset or property to secure the ABL Obligations. To the extent any additional Liens are granted on any asset or property (other than the ABL Exclusive Real Property, the Noteholder Exclusive Real Property and the Rule 3-16 Capital Stock) pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available hereunder, the ABL Agent and the Collateral Agent agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted or permitted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything herein to the terms hereof). Subject contrary, the parties agree that (i) Noteholder Exclusive Real Property shall not be pledged to Section 11.03 of the New 1.5 Lien Notes Indenture secure any ABL Obligations, (ii) ABL Exclusive Real Property and the corresponding provision Rule 3-16 Capital Stock shall not be pledged to secure any Noteholder Obligations and (iii) that the provisions of this Section 2.3 shall not apply to any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofABL Exclusive Real Property and Noteholder Exclusive Real Property.
Appears in 2 contracts
Samples: Intercreditor Agreement (New Enterprise Stone & Lime Co., Inc.), Intercreditor Agreement (New Enterprise Stone & Lime Co., Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) 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 substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 2 contracts
Samples: Intercreditor Agreement (Sandridge Energy Inc), Intercreditor Agreement (Halcon Resources Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims has Revolving Credit Obligations and the Discharge of Secured Debt Obligations have not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets of Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor securing any Second-Priority Claims that are not also subject to Grantor, the first-priority Lien in respect of Revolving Credit Agent, Revolving Credit Claimholders, the Senior Lender Claims under Collateral Trustee, the Senior Lender Documents, such Second-Priority Agent shall notify Secured Debt Representatives and 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 assignmentSecured Debt Claimholders, 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of agree that the Company or shall not, and shall not permit any other Grantor securing to:
(a) grant or permit any Second-additional Liens on any asset or property to secure any Priority Claims Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Priority Lien Obligations;
(b) grant or permit any additional Liens on any asset or property to secure any Parity Lien Obligations, unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Secured Debt Obligations (except, with respect to Parity Lien Obligations, Separate Collateral); or
(c) grant or permit any additional Liens on any asset or property to secure any Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Priority Lien Obligations. 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 with respect to priorities among the Parity Liens and Priority Liens, also the terms of the Collateral Trust Agreement). In addition, to the extent that the foregoing provisions are not also complied with for any reason, without limiting any other rights and remedies available hereunder, the Revolving Credit Agent, the Collateral Trustee and each Secured Debt Representative, 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 the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.2.
Appears in 2 contracts
Samples: Intercreditor Agreement (NewPage Holding CORP), Intercreditor Agreement (NewPage Energy Services LLC)
No New Liens. Subject to Section 11.03 of (a) Limitation on other Collateral for First Lien Claimholders. the New 1.5 First Lien Notes Indenture and Administrative Agent agrees that neither the corresponding provision of First Lien Administrative Agent nor any Second-Priority Document relating to Future Second-First Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that First Lien Obligations which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims Second Lien Administrative Agent under the Senior Lender Second Lien Collateral Documents, such Second-Priority Agent shall notify provided, however, notwithstanding the Intercreditor Agent promptly upon becoming aware thereof andabove, upon demand by that the Intercreditor refusal of the Second Lien Administrative Agent or the CompanySecond Lien Claimholders to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien on such assets by the First Lien Administrative Agent or the First Lien Claimholders. If the First Lien Administrative Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any First Lien Obligations which assets are not also subject to the Lien of the Second Lien Administrative Agent under the Second Lien Collateral Documents, will assign then the First Lien Administrative Agent (or release the relevant First Lien Claimholder), 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 have held such Lien to and security interest for the Intercreditor benefit of the Second Lien Administrative Agent (and/or its designee) as security for the applicable Senior Lender Claims Second Lien Obligations, or (in y) release such Lien.
(b) Limitation on other Collateral for Second Lien Claimholders. Until the case date upon which the Discharge of an assignmentFirst Lien Obligations shall have occurred, 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 Second Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Administrative Agent agrees that, after the date hereof, if it neither the Second Lien Administrative Agent nor any Second Lien Claimholder shall acquire or hold any Lien on any assets of the Company any Company, any Guarantor or any other Grantor of their respective Subsidiaries securing any Second-Priority Claims that Second Lien Obligations which assets are not also subject to the Lien in favor of the other Second-Priority AgentFirst Lien Administrative Agent under the First Lien Collateral Documents. If the Second Lien Administrative Agent or any Second Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Administrative Agent under the First Lien Collateral Documents, such Second-Priority then the Second Lien Administrative Agent shall notify (or the relevant Second Lien Claimholder), shall, without the need for any further consent of any other Second-Priority Person and notwithstanding anything to the contrary in any other Second Lien Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the First Lien Administrative Agent promptly upon becoming aware thereofas security for the First Lien Obligations, or (y) release such Lien.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Amn Healthcare Services Inc)
No New Liens. Subject to Section 11.03 11.04 of the New 1.5 Second Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Second Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 11.04 of the New 1.5 Second Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Second Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the each other Second-Priority Agent, Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Momentive Performance Materials Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 not, and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agree thatagreeing that any such Lien shall be subject to Section 2.1; and
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any Second Lien Obligations if each Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the applicable Second Lien Collateral Agent states in writing that the applicable Second Lien Documents prohibit such Second Lien Collateral Agent from accepting a Lien on such asset or property, after the date hereofor such Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, if a “Second Lien Declined Lien”). If either Second Lien Collateral Agent or any Second-Priority Agent Second Lien Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority Liens securing all First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Collateral Documents, such Second-Priority the applicable Second Lien Collateral Agent or Second Lien Claimholder (i) shall notify the Intercreditor First Lien Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent unless such Grantor shall promptly grant a similar Lien on such assets or the Company, will assign or release such Lien property to the Intercreditor First Lien Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims (in First Lien Obligations, such Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the case benefit of an assignmentthe 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 First Xxxx Xxxxxxxxxxx. 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 Collateral Agent and/or the First Lien Claimholders, each Second-Priority Agent may retain Second Lien Collateral Agent, on behalf of each Second Lien Claimholder, agrees that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 2 contracts
Samples: Indenture (Karyopharm Therapeutics Inc.), Omnibus Amendment to Transaction Documents (Karyopharm Therapeutics Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims First Lien Obligations (other than Excess First Lien Obligations) has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if grant or permit any Second-Priority Agent shall hold additional Liens, or take any action to perfect any additional Liens, on any asset of a Grantor to secure:
(a) any Junior Lien Obligation unless it has also granted or substantially contemporaneously grants (or offers to grant) a Lien on any assets such asset of the Company or any other such 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the 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 Second-Priority 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 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 Parties, the Junior Lien Collateral Agent, such Second-Priority Agent for itself and on behalf of the other Junior Lien Secured Parties, agrees that any amounts received by or distributed to any Junior Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Pacific Drilling S.A.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Obligations Repayment Date has not occurred, the parties hereto agree thatthat (i) no Loan Party shall create any Lien on any assets of any Loan Party securing any Subordinated Obligation if these same assets are not subject to, after the date hereofand do not become subject to, a Lien securing any Senior Obligations and (ii) if any Second-Priority Agent Subordinated Creditor shall acquire or hold any Lien on any assets of the Company or any other Grantor Loan Party securing any Second-Priority Claims that Subordinated Obligation which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims Agent under the Senior Lender Documents, then such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof andSubordinated Creditor, upon demand by the Intercreditor Agent or the CompanySenior Agent, will assign or without the need for any further consent of any other Subordinated Creditor, notwithstanding anything to the contrary in any other Subordinated Document either (a) release such Lien or (b) assign it to the Intercreditor Senior Agent (and/or its designee) as security for the applicable Senior Lender Claims Obligations (in which case the case of an assignment, each Second-Priority Agent Subordinated Creditors may retain a junior lien on such assets subject to the terms hereof). Subject To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Creditors, the Subordinated Creditors agree that any amounts distributable to or received by or distributed to any of them pursuant to or as a result of Liens granted with respect to the Subordinated Obligations in contravention of this Section 4.4 shall be subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any 6.1. The Subordinated Creditors may obtain a junior Lien on any assets of any Loan Party on which the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Senior Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofhas a Senior Lien.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Virgin Mobile USA, Inc.), Credit Agreement (Virgin Mobile USA, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, a Lien on such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; or (ii) 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, 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 Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to grant or permit any additional Liens on any asset of a Grantor to secure any Series of Second Lien 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 any assets such asset of such Grantor to secure the other Series of Second Lien Obligations; provided, however, the refusal or inability of the Company or any Second Lien Collateral Agent for such other Grantor securing any Second-Priority Claims that are Series of Second Lien Debt to accept such Lien will not also prevent such Second Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Second Lien Collateral Agent or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Agent, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority Agent, such Second-Priority Agent Second Lien Secured Parties agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 2 contracts
Samples: Junior Lien Intercreditor Agreement (Comstock Oil & Gas, LP), Intercreditor Agreement (Comstock Oil & Gas, LP)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness(a) The parties hereto agree that, so long as the Discharge of Senior Lender 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, after so long as the date hereofDischarge of Second Priority Claims has not occurred, if none of the Grantors shall, nor shall any Second-Grantor permit any of its Subsidiaries to, grant or permit any additional Liens on any asset to secure any Excess Claims, unless otherwise waived by the Second Priority Agent shall hold any Agent, unless it has granted, or substantially concurrently therewith grants, a Lien on any assets of such asset to secure the Company or any other Grantor securing any Second-Second Priority Claims that are not also Claims, with each such Lien to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender Documents, such Second-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 assignmentother Second Priority Secured Parties, each Second-Priority Agent may retain Person that holds Excess Claims agrees that any amounts received by or distributed to any such Person pursuant to or as a junior lien on such assets result of any Lien granted in contravention of this Section 2.03(b) shall be subject to the terms hereofSection 4.02(b). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement (Green Field Energy Services, Inc.), Indenture (Green Field Energy Services, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims the First Lien Obligations has not occurred, (a) none of the parties hereto agree thatGrantors shall, after 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 date hereof, First Lien Obligations and (b) if any Second-Priority Agent Second Lien Authorized Representative or any Second Lien Secured Party shall hold any Lien on any assets asset of the Company any Grantor or any other Grantor Person securing any Second-Priority Claims Second Lien Obligation that are not also subject to the first-priority Liens securing the First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Security Documents, such Second-Priority Agent Second Lien Authorized Representative or Second Lien Secured Party (i) shall notify the Intercreditor First Lien Collateral Agent promptly upon becoming aware thereof and, upon demand by unless such Grantor or other Person shall promptly grant a similar Lien on such asset to the Intercreditor First Lien Collateral Agent or as security for the CompanyFirst Lien Obligations, will shall assign or release such Lien to the Intercreditor First Lien Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First Lien Obligations (in the case of an assignment, each Second-Priority Agent but may retain a junior lien on such assets 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 hold and have held such Lien for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations. Subject 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 Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.02.
Appears in 2 contracts
Samples: Credit Agreement (SemGroup Corp), Continuing Covenant Agreement (SemGroup Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 (a) Limitation on other Collateral for First Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so Claimholders. So long as any Second Lien Obligations remain outstanding, and subject to Article VI, (i) the Discharge of Senior Lender Claims has not occurred, the parties hereto agree First Lien Collateral Agent agrees that, after the date hereof, if neither the First Lien Collateral Agent nor any Second-Priority Agent First Lien Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor securing any SecondFirst Lien Obligations which assets are not also subject to the second-Priority Claims that priority Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its 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 the First Lien Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any First Lien Obligations which assets are not also subject to the second-priority Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then the First Lien Collateral Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Loan Document (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 have held such Lien for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations subject to the priorities set forth herein or (y) 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 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 of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its 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 any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims First Lien Collateral Agent under the Senior Lender First Lien Collateral Documents, such Second-Priority then the Second Lien Collateral Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent (or the Companyrelevant Second Lien Claimholder), will assign or release shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Loan Document (x) in addition to holding such Lien to for the Intercreditor Agent (and/or its designee) benefit of itself and the other Second Lien Claimholders as security for the applicable Senior Lender Claims (in Second Lien Obligations, also hold and be deemed to have held such Lien for 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 benefit of the New 1.5 First Lien Notes Indenture and Collateral Agent as security for the corresponding provision of any Second-Priority Document relating to Future Second-First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, (y) release such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofLien.
Appears in 1 contract
Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Obligations Repayment Date has not occurred, the parties hereto agree thatthat (i) no Loan Party shall create any Lien on any assets of any Loan Party securing any Subordinated Obligation if these same assets are not subject to, after and do not become subject to, a Lien securing any Senior Obligations and (ii) if the date hereof, if Subordinated Lender or any Second-Priority Agent Subordinated Creditor shall acquire or hold any Lien on any assets of the Company or any other Grantor Loan Part), securing any Second-Priority Claims that Subordinated Obligation which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims Agent under the Senior Lender Documents, then the Subordinated Lender or such Second-Priority Agent shall notify Subordinated Creditor will without the Intercreditor Agent promptly upon becoming aware thereof andneed for any further consent of any other Subordinated Creditor, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien notwithstanding anything to the Intercreditor contrary in any other Subordinated Document (unless the Senior Agent (and/or its designeeis granted a first priority Lien in accordance with the provisions of this Agreement) assign it to the Senior Agent as security for the applicable Senior Lender Claims Obligations (in which case the case of an assignment, each Second-Priority Agent Subordinated Lender may retain a junior lien on such assets subject to the terms hereof); provided that, until such time as the Subordinated Lender has assigned such Lien pursuant hereto, the Subordinated Lender shall be deemed to hold such Lien in trust for the Senior Agent for the benefit of the Senior Creditors. Subject To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Creditors, the Subordinated Creditors agree that any amounts distributable to or 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 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof5.1.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) 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 substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority Second Lien Secured Parties and the Third Lien Collateral Agent, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 [ ]13 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 [ ]14 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (McGraw-Hill Interamericana, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims has not occurredoccurred (a) none of the Grantors shall (i) grant or permit any additional Liens on any asset or property of any Grantor to secure any Noteholder Claim unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the parties hereto agree thatSenior Lender Claims or (ii) subject to Section 11.01(b) of the Indenture and other than with respect to any Grantor (other than the Company and the Issuer) that is not a Note Guarantor (as defined in the Indenture), after grant or permit any additional Liens on any asset or property to secure any Senior Lender Claims unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the date hereofNoteholder Claims, with each such Lien to be subject to the provisions of this Agreement; and (b) if the Trustee or any Second-Priority Agent Noteholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Noteholder Claims that are not also subject to the first-priority Lien in respect of the securing Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent the Trustee or the applicable Noteholder (i) shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by unless such Grantor shall promptly grant a similar Lien on such assets or property to the Intercreditor Agent or as security for the CompanySenior Lender Claims, will shall 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 but may retain a junior lien on such assets or property subject to the terms hereof). Subject ) and (ii) until such assignment or such grant of a similar Lien to Section 11.03 the Intercreditor Agent, shall be deemed to hold and have held such Lien for the benefit of the New 1.5 Lien Notes Indenture and Intercreditor Agent as security for the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSenior Lender Claims.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) except with respect to Excluded Assets, 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 substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject Following the date hereof, and with respect to Section 11.03 clauses (a) through (d) below, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the 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 Senior Lender Claims has not occurredGrantors, the parties hereto agree thatthat the Grantors shall not, after the date hereof, if any Second-Priority Agent and shall hold any Lien on any assets of the Company or not permit any other Grantor securing to:
(a) grant or permit any Second-Priority Claims that are not also additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants Liens on such asset or property to secure each series of First Lien Obligations (equally and ratably among such First Lien Obligations, subject to the first-priority First Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent Intercreditor Agreement) which 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 each be senior to the Intercreditor Agent Lien securing the Second Lien Obligations as provided in this Agreement, and to secure the Third Lien Obligations which shall be junior to the Lien securing the Second Lien Obligations as provided in this Agreement;
(and/or its designeeb) as security for grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the applicable Senior Lender Claims Second Lien Obligations (in equally and ratably among such Second Lien Obligations) and the case of an assignmentThird Lien Obligations (equally and ratably among such Third Lien Obligations), each Second-Priority Agent may retain of which shall be junior to the Lien securing the First Lien Obligations as provided in this Agreement;
(c) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligation unless it has granted or concurrently grants a junior lien Lien on such assets asset or property to secure the First Lien Obligations (equally and ratably among such First Lien Obligations, subject to the terms hereof). Subject to Section 11.03 of the New 1.5 First Lien Notes Indenture Intercreditor Agreement) and the corresponding provision of any Second-Priority Document relating to Future Second-Second Lien IndebtednessObligations (equally and ratably among such Second Lien Obligations), each Second-Priority Agent agrees that, after of which shall be senior to the date hereof, if Lien securing the Third Lien Obligations as provided in this Agreement; or
(d) (1) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it shall hold any has granted or concurrently grants an equal and ratable Lien on any assets of the Company such asset or any property to secure all other Grantor securing any Second-Priority Claims that are not also First Lien Obligations (subject to the First Lien in favor Intercreditor Agreement), or (1) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants an equal and ratable Lien on such asset or property to secure all other Second Lien Obligations, or (1) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligation unless it has granted or concurrently grants an equal and ratable Lien on such asset or property to secure all other Third 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 Collateral Agent and/or the other First Lien Secured Parties, (A) the Second Lien Collateral Agent, on behalf of the other Second-Priority 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 2.3 shall be subject to Section 4.2, and (B) the Third Lien Collateral Agent, such Second-Priority Agent on behalf of the Third 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 2.3 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 4.2.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Mohegan Tribal Gaming Authority)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of that the Company or shall not, and shall not permit any other Grantor securing to:
(a) grant or permit any Second-Priority Claims additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agreeing that are not also any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any particular Series of First Lien Obligations if the first-priority First Lien Documents 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 prohibit the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority First Lien Collateral Agent may retain from accepting a junior lien Lien on such assets subject asset or property or such First Lien Collateral Agent otherwise expressly declines to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any accept a Lien on such asset or property (any assets such prohibited or declined Liens with respect to a particular Series of First Lien Obligations (so long as the Company same remains prohibited or declined), a “First Lien Declined Lien”); or
(b) grant or permit any other Grantor securing additional Liens on any Second-Priority Claims asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that are this provision will not also subject be violated with respect to any particular Series of Second Lien Obligations if the Second Lien Documents in favor respect thereof prohibit the applicable Second Lien Collateral Agent from accepting a Lien on such asset or property or such Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.Second Lien
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 not, and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agree that, after agreeing that any such Lien shall be subject to Section 2.1; and
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the date hereof, if Second Lien Obligations. If the Second Lien Notes Agent or any Second-Priority Agent Second Lien Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority Liens securing all First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Collateral Documents, such Second-Priority the Second Lien Notes Agent or Second Lien Claimholder shall notify the Intercreditor First Lien Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent unless such Grantor shall promptly grant a similar Lien on such assets or the Company, will assign or release such Lien property to the Intercreditor First Lien Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims (First Lien Obligations, the Second Lien Notes Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of the 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 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 any First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Notes Agent, on behalf of each Second Lien Claimholder, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in the case contravention of an assignment, each Second-Priority Agent may retain a junior lien on such assets this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof). Subject contrary, prior to Section 11.03 the Discharge of the New 1.5 First Lien Notes Indenture Obligations, cash and the corresponding provision cash equivalents may be pledged to secure First Lien Obligations consisting of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets reimbursement obligations in respect of the Company or any other Grantor securing any Second-Priority Claims that are not also subject letters of credit issued pursuant to the First Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify Loan Documents without granting a Lien thereon to secure any other Second-Priority Agent promptly upon becoming aware thereofSecond Lien Obligations.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as Until the Discharge of Senior Lender Claims Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against one or more of the Term Loan Borrower, the Revolving Credit Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that:
(a) subject to Sections 2.5 and 2.6 below, there shall be no Liens on any asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; or
(b) subject to Sections 2.5 and 2.6 below, there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Revolving Credit Claimholders and each Fixed Asset Collateral Agent, on behalf of the applicable Fixed Asset Claimholders, agree that, after the date hereofsubject to Sections 2.5 and 2.6, if any Second-Priority (i) such applicable Collateral Agent that has been granted such Lien shall also hold any such Lien on any assets behalf of the Company or any other Grantor securing any Second-Priority Claims that are not also Collateral Agent subject to the first-priority Lien relative priorities set forth in respect Section 2.1 and (ii) any amounts received by or distributed to any of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent them pursuant to or as a result of Liens granted in contravention of this Section 2.3 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 be subject to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 not, and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agree thatagreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated with respect to any particular Series of First Lien Obligations if the applicable First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such First Lien Collateral Agent states in writing that the First Lien Loan Documents in respect thereof prohibit such First Lien Collateral Agent from accepting a Lien on such asset or property or the applicable First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of First Lien Obligations, after a “First Lien Declined Lien”); or
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the date hereofSecond Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Second Lien Obligations if the applicable Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Second Lien Collateral Agent states in writing that the Second Lien Loan Documents in respect thereof prohibit such Second Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Second Lien Obligations, if a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). If any Second-Priority Second Lien Representative, any Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority Liens, other than any First Lien in respect of the Senior Lender Claims Declined Liens, securing all First Lien Obligations under the Senior Lender First Lien Collateral Documents, such Second-Priority Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder shall notify the Intercreditor Agent Designated First Lien Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Companyunless such Grantor shall promptly grant a similar Lien, will assign or release other than any such Lien that would constitute a First Lien Declined Lien, on such assets or property to the Intercreditor each First Lien Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims (in First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the case benefit of an assignmenteach 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 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 any First Lien Representative, First Lien Collateral Agent and/or the First Lien Claimholders, each Second-Priority Agent may retain Second Lien Representative and each Second Lien Collateral Agent, 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 junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof). Subject contrary, prior to Section 11.03 the Discharge of the New 1.5 First Lien Notes Indenture 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 corresponding provision of First Lien Loan Documents without granting a Lien thereon to secure any Second-Priority Document relating to Future Second-other First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or 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 such asset of such Grantor to secure (A) the Priority Lien Obligations (except to the extent otherwise permitted by the Priority Lien Documents) and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) 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 Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or 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 assets such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens, unless the Third Priority Collateral Trustee otherwise agrees; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof andSecond Lien Collateral Trustee, upon demand by the Intercreditor Agent other Second Lien Secured Parties, the Third Lien Collateral Trustee or the Company, will assign or release such other Third Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) 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 substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Agent to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Second Lien Collateral Agent or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Agent, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority Second Lien Secured Parties and the Third Lien Collateral Agent, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims has Revolving Credit Obligations and the Discharge of Second Lien Term Loan Obligations have not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor securing any Second-Priority Claims Grantor, the parties hereto agree 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of neither the Company or nor any other Grantor securing shall:
(a) grant or permit any Second-Priority Claims additional Liens on any asset or property to secure any Second Lien Term Loan Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Revolving Credit Obligations; or
(b) grant or permit any additional Liens on any asset or property to secure any Revolving Credit Obligations (other than cash collateral with respect to letters of credit in an amount not to exceed 105% of the aggregate face amount thereof) unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Term Loan Obligations. 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. In addition, to the extent that the foregoing provisions are not also complied with for any reason, without limiting any other rights and remedies available hereunder, the Revolving Collateral Agent, on behalf of the Revolving Credit Claimholders and the Second Lien Term Loan Collateral Agent, on behalf of the Second Lien Term Loan Claimholders, 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 the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.2.
Appears in 1 contract
Samples: Intercreditor Agreement (Dura Automotive Systems Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so (a) So long as the Discharge of Senior Lender Claims Lien Obligations has not occurred, the parties hereto agree thatthat the Issuer shall not, after the date hereofand shall not permit any Issuer Subsidiary to, if grant or permit any Second-Priority Agent shall hold additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted a Lien on such asset or property to secure the Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any assets of the Company or reason, without limiting any other Grantor securing rights and remedies available to the Senior Lien Collateral Agent and/or the Senior Lien Claimholders, the Second Lien Claimholders agree that any Second-Priority Claims amounts, property, priorities or other benefits received by, distributed to or otherwise inuring to the benefit of, 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.
(b) So long as the Discharge of Secured Note Obligations has not occurred, the parties hereto agree that the Issuer shall not, and shall not permit any Issuer Subsidiary to, grant or permit any additional Liens on any asset or property to secure any Subordinated Obligation unless it has granted a Lien on such asset or property to secure the Secured Note Obligations. To the extent that the foregoing provisions are not also complied with for any reason, without limiting any other rights and remedies available to the Secured Notes Collateral Agent and/or the Secured Notes Claimholders, the Subordinated Claimholders agree that any amounts, property, priorities or other benefits received by, distributed to or otherwise inuring to the benefit of, any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.3.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (FriendFinder Networks Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and terms hereof, the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtednessparties hereto agree that, so long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, (a) none of the parties hereto agree thatGrantors shall, after or shall permit any of its Subsidiaries to, (1) grant any additional Liens on any asset or property of any Grantor to secure any Junior Lien Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the date hereofFirst Lien Obligations, or (2) grant any additional Liens on any asset or property of any Grantor to secure any First Lien Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Lien Obligations; and (b) if any Second-Priority Agent Junior Lien Debt Representative or any other Junior Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Junior Lien Obligations that are not also subject to the first-first priority Liens securing all First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Security Documents, such Second-Priority Agent Junior Lien Debt Representative or other Junior Lien Secured Party (i) shall notify the Intercreditor Collateral Agent promptly upon becoming aware thereof and, upon demand by unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Debt Representative as security for the Intercreditor Agent or the CompanyFirst Lien Obligations, will shall assign or release such Lien to the Intercreditor Collateral Agent (and/or its designee) as security for all First Lien Obligations for the applicable Senior Lender Claims benefit of the First Lien Secured Parties (in the case of an assignment, each Second-Priority Agent 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 each First Lien Debt Representative, shall be deemed to hold and have held such Lien for the benefit of each First Lien Debt Representative and the other First Lien Secured Parties as security for the First Lien Obligations. Subject to Section 11.03 To the extent that the provisions of the New 1.5 immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Debt Representative or any other Grantor securing any Second-Priority Claims that are not also subject to the First Lien in favor Secured Party, each Junior Lien Debt Representative agrees, for itself and on behalf of the other Second-Priority AgentJunior Lien Secured Parties, such Second-Priority Agent that any amounts received by or distributed to any Junior Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.14 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.04.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Diamond Offshore Drilling, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company Parent Borrower or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Collateral Agent and each other First Priority Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Collateral Agent (at the direction of the Required Lenders) or the CompanyParent Borrower, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of the New 1.5 ) and until such Lien Notes Indenture and the corresponding provision of any is released or assigned as provided in this sentence, such Second-Priority Document relating Representative shall be deemed to Future Secondalso hold and have held such Lien for the benefit of the First-Lien IndebtednessPriority Collateral Agent and the other First-Priority Secured Parties as security for the First-Priority 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-Priority Representatives and/or the First-Priority Secured Parties, each Second-Priority Agent Representative, on behalf of itself and the applicable Second-Priority 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 2.3 shall be subject to Section 4.2. Each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Parent Borrower or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) 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 substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Agent to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Second Lien Collateral Agent or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Agent, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority Second Lien Secured Parties and the Third Lien Collateral Agent, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
Samples: Intercreditor Agreement (Midstates Petroleum Company, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien 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 or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien 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 or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien 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 or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien 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 any assets such asset of such Grantor or subsidiary to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of such Grantor securing or subsidiary to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (a) grant or permit any Second-Priority Agent shall hold additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Priority Lien Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (b) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Lien 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 Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not also prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Second Lien Collateral Agent or the Companyother Second Lien Secured Parties, will assign or release such the Second Lien to the Intercreditor Agent (and/or its designee) as security Collateral Agent, for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien itself and 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
Samples: Intercreditor Agreement (Vanguard Natural Resources, LLC)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree thatthat (a) none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Second-Priority Obligation unless it has also granted, after or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the date hereof, First-Priority Obligations and (b) if any Second-Priority Agent Representative shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority senior and prior Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor Agent Designated First-Priority Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Designated First-Priority Representative or the Company, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor Agent Designated First-Priority Representative (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof), pending the granting of a Lien thereon in favor of the applicable First-Priority Representatives, hold such Lien for the benefit of the applicable First-Priority Representatives (and/or their designees) as security for the applicable First-Priority Obligations (and each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any SecondFirst-Priority Document relating to Future SecondRepresentative and/or any First-Lien IndebtednessPriority Secured Party, each Second-Priority Agent agrees thatRepresentative, after the date hereof, if it shall hold any Lien on any assets behalf of the Company or any other Grantor securing any each Second-Priority Claims Secured Party represented by it, agrees that are not also any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.03 shall be subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.02.
Appears in 1 contract
Samples: Credit Agreement (Casa Systems Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens securing any Third Lien Obligations, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens securing any Second Lien Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien; and (b) on and after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligations, or take any action to perfect any additional Liens securing any Second Lien Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor to secure any Third Lien Obligations, or take any action to perfect any additional Liens securing any Second-Priority Claims that are Third Lien Obligations, unless it has granted, or substantially concurrently therewith grants, 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.03(b).
Appears in 1 contract
Samples: Intercreditor Agreement (Delta Tucker Holdings, Inc.)
No New Liens. Subject (a) The parties hereto agree that, until the Senior Obligations have been Paid in Full, none of the Grantors shall, nor shall any Grantor permit any of 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 11.03 2.3.
(b) The parties hereto acknowledge and agree that it is their intention that the Junior Obligee shall not have a 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 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 Senior Lender Claims has not occurredforegoing, the parties hereto agree thatto cooperate in good faith in order to determine, after upon any reasonable request by the date hereofSenior Agent or the Junior Obligee, if any Second-Priority Agent shall hold any Lien on any the specific assets included in the Collateral, the steps taken to perfect the liens of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to Senior Agent and the first-priority Lien Junior Obligee thereon and the identity of the respective parties obligated under the Junior Documents and the Senior Documents in respect of the Senior Lender Claims under Junior Obligations and the Senior Lender DocumentsObligations, such Second-Priority respectively. The Junior Obligee further agrees that it will not take any actions to perfect any of its liens on any Collateral, unless and until it has received confirmation from the Senior Agent shall notify that the Intercreditor Senior 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 has perfected 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 liens 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofCollateral.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the 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 Senior Lender Claims has not occurred, the The parties hereto agree that, after (a) so long as the Complete Discharge of Priority Lien Obligations 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 a Grantor or subsidiary thereof to secure any Third Lien 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 or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor or subsidiary thereof to secure any Second Lien 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 or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor or a subsidiary thereof to secure any Priority Lien 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 or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, (i) no Grantor shall be required to gxxxx x Xxxx on any Excluded Assets, (ii) the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (iii) the Priority Lien Agent may take any Lien on Property on the date hereof, if any Second-Priority Agent shall hold any notwithstanding that the Second Lien Collateral Trustee is unable to accept a Lien on any assets such Property and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, none of the Company Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any other additional Liens on any asset of a Grantor securing or a subsidiary thereof to secure any Second-Priority Claims that are Second Lien 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 or subsidiary to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not also prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor or a subsidiary thereof to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary 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 Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 During the term of the New 1.5 Lien Notes Indenture and the corresponding provision of this Agreement, whether or not any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Senior Lender Claims Insolvency or Liquidation Proceeding has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets been commenced by or against one or more of the Company or any other Grantor securing any Second-Priority Claims that are not also Grantor, the parties hereto agree, subject to Article VI, that the first-priority Company shall not, and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Term Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the ABL Obligations with the respective priorities required by Section 2.1;.
(b) grant or permit any additional Liens on any asset or property to secure any ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Term Obligations with the respective priorities required by Section 2.1. Notwithstanding the foregoing, it is acknowledged and agreed that (x) the Collateral Agents (other than the Existing Term Agent) may be granted Liens on Foreign Subsidiary Assets (including assets in respect any Mexico Security Trust and the Specified Mexico Collateral) that secure the ABL Obligations, DIP Obligations and Specified Mexico Collateral Obligations that have not been granted to secure the Existing Term Obligations and (y) DIP Term Funding Account and all identifiable proceeds of the Senior Lender Claims loans 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 DIP Term Loan Agreement funded on 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it hereof and deposited in the DIP Term Funding Account shall hold serve as collateral solely for the DIP Term Obligations and not for the ABL Obligations or the Existing Term Obligations. To the extent any Lien additional Liens are granted on any assets asset or property in contravention of this Section 2.3 for any reason, without limiting any other rights and remedies available hereunder, each ABL Agent, on behalf of the Company applicable ABL Claimholders, each Term Agent, on behalf of the applicable Term Claimholders, and Specified Mexico Collateral Agent, on behalf of the Specified Mexico Collateral Claimholders agree that any amounts received by or distributed to any other Grantor securing any Second-Priority Claims that are not also of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.2.
Appears in 1 contract
Samples: Intercreditor Agreement (Libbey Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. If any Second Lien Representative, if any Second-Priority Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority Liens, other than any Declined Liens, securing all First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Collateral Documents, such Second-Priority Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder (i) shall notify the Intercreditor Agent Designated First Lien Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Companyunless such Grantor shall promptly grant a similar Lien, will assign or release other than any such Lien that would constitute a Declined Lien, on such assets or property to the Intercreditor each First Lien Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims (in First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the case benefit of an assignmenteach 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 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 any First Lien Representative, First Lien Collateral Agent and/or the First Lien Claimholders, each Second-Priority Agent may retain Second Lien Representative and each Second Lien Collateral Agent, 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 junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof). Subject contrary, prior to Section 11.03 the Discharge of the New 1.5 First Lien Notes Indenture 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 corresponding provision of First Lien Loan Documents without granting a Lien thereon to secure any Second-Priority Document relating to Future Second-other First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement (Engility Holdings, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims has Revolving Credit Obligations and the Discharge of Term Loan Obligations have not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that neither the Company nor any other Grantor securing nor any Second-Priority Claims other Subsidiary that are not also subject is required 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 be a junior lien on such assets subject Grantor pursuant to the terms hereofof the Term Loan Credit Documents, shall:
(a) grant or permit any Liens on any of its property to secure any Term Loan Obligations unless it has granted or concurrently grants a Lien on such property to secure the Revolving Credit Obligations; or
(b) grant or permit any Liens on any of its property to secure any Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such property to secure the Term Loan Obligations (other than cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) pursuant to the terms of the Revolving Credit Agreement). Subject 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. In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available hereunder, the Revolving Credit Facility Collateral Agent, on behalf of the Revolving Credit Claimholders, and the Term Loan Collateral Agent, on behalf of the Term Loan Claimholders, 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 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as neither the Discharge of Senior Lender Claims ABL Obligations nor the Discharge of First Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor securing any Second-Priority Claims that are not also Grantor, the parties hereto agree, subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender DocumentsArticle VI, 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of that the Company or shall not, and shall not permit any other Grantor securing to: grant or permit any Second-Priority Claims additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the ABL Obligations; or grant or permit any additional Liens on any asset or property to secure any ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations. To the extent any additional Liens are granted on any asset or property (except as contemplated by Section 2.4) pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions are not also complied with for any reason, without limiting any other rights or remedies available hereunder, the ABL Agent, on behalf of the ABL Claimholders, the Notes Agent, on behalf of Note Claimholders, and any Additional First Lien Agent, on behalf of any Additional First Lien Claimholders, 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 the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.2.
Appears in 1 contract
Samples: Senior Secured First Lien Notes Indenture (Claires Stores Inc)
No New Liens. Subject to Section 11.03 It is the anticipation of the New 1.5 Lien Notes Indenture and parties that, until the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as date upon which the Discharge of Senior Lender Claims has not Lien Obligations shall have occurred, no Junior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Junior Lien Obligation which assets are not also subject to the parties hereto agree that, after Lien of the date Senior Lien Agents under the Senior Lien Documents. If any Junior Lien Agent or other Junior Lien Secured Party shall (nonetheless and in breach hereof, if any Second-Priority Agent shall ) acquire or hold any Lien on any assets of the Company or any other Grantor Credit Party securing any Second-Priority Claims that Junior Lien Obligation which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims Lien Agents under the Senior Lender Lien Documents, then such Second-Priority Junior Lien Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent (or the Companyrelevant Junior Lien Secured Party) shall, will assign without the need for any further consent of any other Junior Lien Secured Party, the Borrowers, any Junior Lien Guarantor or release any other Person and notwithstanding anything to the contrary in any other Junior Lien Document, be deemed to also hold and have held such Lien to as agent or bailee for the Intercreditor Agent (and/or its designee) benefit of the Senior Lien Agents as security for the applicable Senior Lender Claims Lien Obligations (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the Lien Priority and other terms hereof) and shall promptly notify the Designated Senior Lien Agent in writing of the existence of such Lien upon becoming aware thereof. Without limiting any other right or remedy available to the Senior Lien Agents or the Senior Lien Secured Parties, each Junior Lien Agent, on behalf of the Junior 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 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 Agents under the Junior Lien Documents (other than as set forth in Section 2.1(d)). Subject to Section 11.03 of the New 1.5 If any Senior Lien Notes Indenture Agent or other Senior Lien Secured Party shall (nonetheless and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date in breach hereof, if it shall ) acquire or hold any Lien on any assets of the Company or any other Grantor Credit Party securing any Second-Priority Claims that Senior Lien Obligation which assets are not also subject to the Lien in favor of the Junior Lien Agents under the Junior Lien Documents (other Second-Priority Agentthan as set forth in Section 2.1(d)), then such Second-Priority Senior Lien Agent shall notify (or the relevant Senior Lien Secured Party) shall, without the need for any further consent of any other Second-Senior Lien Secured Party, the Borrowers, 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 Agents as security for the Junior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Designated Junior Lien Agent promptly in writing of the existence of such Lien upon becoming aware thereof.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date hereofFirst Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated with respect to any particular Series of First Lien Obligations if the First Lien Documents in respect thereof prohibit the applicable First Lien Collateral Agent from accepting a Lien on such asset or property or such First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any Second-Priority such prohibited or declined Liens with respect to a particular Series of First Lien Obligations, a “First Lien Declined Lien”); or
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Second Lien Obligations if the Second Lien Documents in respect thereof prohibit the applicable Second Lien Collateral Agent from accepting a Lien on such asset or property or such Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series of Second Lien Obligations, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). If any Second Lien Representative, any Second Lien Collateral Agent or any Second Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the a first-priority Lien, (other than, with respect to any Series of First Lien in Obligations, a First Lien Declined Lien with respect of the Senior Lender Claims thereto), securing all First Lien Obligations under the Senior Lender First Lien Collateral Documents, then such Second-Priority Second Lien Representative, Second Lien Collateral Agent or Second Lien Secured Party shall notify the Intercreditor Agent Designated First Lien Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Companyunless such Grantor shall promptly grant a similar Lien, will assign or release other than any such Lien that would constitute a Declined Lien with respect to the Intercreditor any Series of First Lien Obligations, on such assets or property to each First Lien Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims (in First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Secured Parties shall be deemed to hold and have held such Lien for the case benefit of an assignmenteach First Lien Representative, First Lien Collateral Agent and the other First Lien Secured Parties, other than any First Lien Secured Parties whose First Lien Documents prohibit them from taking such Liens, 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 any First Lien Representative, First Lien Collateral Agent and/or the First Lien Secured Parties, each Second-Priority Agent may retain Second Lien Representative and each Second Lien Collateral Agent, 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 junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof). Subject contrary, prior to Section 11.03 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 issued pursuant to the New 1.5 First Lien Notes Indenture and the corresponding provision of Documents without granting a Lien thereon to secure any Second-Priority Document relating to Future Second-other First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 1 contract
Samples: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as Until the Discharge of Senior Lender Claims has Revolving Credit Obligations and the Discharge of Fixed Asset Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that, after the date hereof, if :
(a) there shall be no Liens on any Second-Priority Agent shall hold asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; or
(b) there shall be no Liens on any assets asset or property of any Grantor to secure any Revolving Credit Obligations (other than, for the avoidance of doubt, any ABL Foreign Collateral) unless a Lien on such asset or property also secures the Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secured the Revolving Credit Obligations or Fixed Charge Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Company Revolving Credit Claimholders and each Fixed Asset Collateral Agent, on behalf of the applicable Fixed Asset Claimholders, agree that any amounts received by or distributed to any other Grantor securing any Second-Priority Claims that are not also 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. For the first-priority Lien avoidance of doubt, the Foreign Credit Parties may grant Liens on their assets or property to secure the Revolving Credit Obligations in respect accordance with the terms of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent Revolving Credit Documents but 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 not be required 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 grant liens on such assets subject asset or property to secure the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofFixed Asset Obligations.
Appears in 1 contract
Samples: Intercreditor Agreement (CommScope Holding Company, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as Until the Discharge of Senior Lender Claims Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against one or more of the Term Loan Borrowers, the Revolving Credit Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that:
(a) Subject to Section 2.5 below, there shall be no Liens on any asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; or
(b) subject to Section 2.5 below, there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Revolving Credit Claimholders and each Fixed Asset Collateral Agent, on behalf of the applicable Fixed Asset Claimholders, agree that, after the date hereofsubject to Section 2.5, if any Second-Priority (i) such applicable Collateral Agent that has been granted such Lien shall also hold any such Lien on any assets behalf of the Company or any other Grantor securing any Second-Priority Claims that are not also Collateral Agent subject to the first-priority Lien relative priorities set forth in respect Section 2.1 and (ii) any amounts received by or distributed to any of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent them pursuant to or as a result of Liens granted in contravention of this Section 2.3 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 be subject to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so (a) So long as the Discharge of Senior Lender Claims First-Lien Obligations has not occurred, the parties hereto agree thatthat the Borrower shall not, after the date hereofand shall not permit any of its Subsidiaries to, if grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Second-Priority Agent shall hold any Lien Obligation or Third-Lien Obligation unless the Borrower or the respective such Subsidiary is a Grantor hereunder and has also granted a Lien on such asset or property to secure the First-Lien Obligations in accordance with the relevant priority set forth in this Agreement. To the extent that the forgoing provisions are not complied with for any assets of the Company or reason, without limiting any other Grantor securing any Second-Priority Claims that are not also subject rights and remedies available to the firstFirst-priority Lien in respect of Collateral Agent and/or the Senior Lender Claims under other First-Lien Creditors, 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Collateral Agent agrees that, after the date hereof, if it shall hold any Lien on any assets behalf of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of itself and the other Second-Priority AgentLien Creditors and the Third-Lien Collateral Agent on behalf of itself and the other Third-Lien Creditors, such and each Second-Priority Lien Creditor and Third-Lien Creditor (in each case by its acceptance of the benefits of the respective Security Documents), agrees that any amounts received by or distributed to any of them pursuant to or as a result liens granted in contravention of this Section 2.3(a) shall be subject to Section 4.2(a).
(b) So long as the Discharge of Second-Lien Obligations has not occurred, the parties hereto agree that the Borrower shall not, and shall not permit any of its Subsidiaries to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Third-Lien Obligation unless such Lien is expressly permitted by the Second-Lien Note Documents and the Borrower or the respective such Subsidiary is a Grantor hereunder and has also granted a Lien on such asset or property to secure the Second-Lien Obligations in accordance with the relevant priority set forth in this Agreement. To the extent that the forgoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Second-Lien Collateral Agent shall notify any and/or the other Second-Priority Lien Creditors, the Third-Lien Collateral Agent promptly upon becoming aware thereofon behalf of itself and the other Third-Lien Creditors, and each Third-Lien Creditor (in each case by its acceptance of the benefits of the respective Security Documents), agrees that any amounts received by or distributed to any of them pursuant to or as a result liens granted in contravention of this Section 2.3(b) shall be subject to Section 4.2(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of 2.6 hereof, the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtednessparties hereto agree that, so long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, (a) none of the Obligors shall 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 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 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, after the date hereof, that if any Second-Priority Agent Second Lien Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor Obligor securing any Second-Priority Claims that Second Lien Obligation which assets are not also subject to the first-first priority Lien in respect of the Senior Lender Claims First Lien Claimholders under the Senior Lender First Lien Collateral Documents, such Second-Priority Agent shall notify then, without limiting any other rights and remedies available to the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor First Lien Collateral Agent or the Companyother First Lien Claimholders, will assign the Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that the Second Lien Collateral Agent, such Second Lien Representative or release such Second Lien Claimholder, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have hold such Lien for the benefit of the First Lien Collateral Agent and the First Lien Claimholders as security for the First Lien Obligations (subject to the Intercreditor Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Agent in writing of the existence of such Lien (if and to the extent the 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 First Lien Collateral Agent to assign such Liens to the 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 First Lien Collateral Agent (and/or its designeedesignees) as security for the applicable Senior Lender Claims (in First Lien Obligations. To the case extent that the provisions of an assignmentthe immediately preceding sentence are not complied with for any reason, each Second-Priority Agent may retain a junior lien on such assets subject without limiting any other right or remedy available to the terms hereof). Subject to Section 11.03 of the New 1.5 First Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Collateral Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing First Lien Claimholder, the Second Lien Collateral Agent and each Second Lien Representative agrees, for itself and on behalf of its Related Second Lien Claimholders, that any Second-Priority Claims that are not also 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 in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.2.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement (Mallinckrodt PLC)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims First Lien Secured Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any Subsidiary Guarantor, the parties hereto agree thatthat the Borrower shall not, after and shall not permit any Subsidiary Guarantor to, (i) grant or permit any additional Liens on any asset or property to secure any Second Lien Secured Obligation by the date hereofBorrower, if a Subsidiary Guarantor or any Second-Priority Agent shall hold any Subsidiary thereof unless such entity has granted a Lien on such asset or property to secure the First Lien Secured Obligations, (ii) grant or permit any assets additional Liens on any asset or property to secure any First Lien Secured Obligations by the Borrower, a Subsidiary Guarantor or any Subsidiary thereof unless such entity has granted a Lien on such asset or property to secure the Second Lien Secured Obligations, (iii) cause a Subsidiary to guarantee any Second Lien Secured Obligations unless it has caused such Subsidiary to guarantee the First Lien Secured Obligations on the same terms hereof and (iv) cause a Subsidiary to guarantee any First Lien Secured Obligations unless it has caused such Subsidiary to guarantee the Second Lien Secured Obligations on the same 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 the First Lien Trustee and/or the First Lien Claimholders, the Second Lien Lender, for itself and on behalf of the Company Second Lien Claimholders, agrees that any amounts received by or distributed to any other Grantor securing any Second-Priority Claims that are not also of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Ampex Corp /De/)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as Until the Discharge of Senior Lender Claims has Revolving Credit Obligations and the Discharge of Fixed Asset Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that, after the date hereof, if :
(a) there shall be no Liens on any Second-Priority Agent shall hold asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; or
(b) there shall be no Liens on any assets asset or property of any Grantor to secure any Revolving Credit Obligations (other than, for the avoidance of doubt, any ABL Foreign Collateral) unless a Lien on such asset or property also secures the Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secured the Revolving Credit Obligations or Fixed Charge Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Company Revolving Credit Claimholders and each Fixed Asset Collateral Agent, on behalf of the applicable Fixed Asset Claimholders, agree that any amounts received by or distributed to any other Grantor securing any Second-Priority Claims 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. For the avoidance of doubt, the Credit Parties that are not also subject US Credit Parties (as defined in the Revolving Credit Agreement) may grant Liens on their assets or property to secure the first-priority Lien Revolving Credit Obligations in respect accordance with the terms of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent Revolving Credit Documents but 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 not be required 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 grant liens on such assets subject asset or property to secure the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofFixed Asset Obligations.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 not, 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 thatagreeing that any such Lien shall be subject to Section 2.1. If any Second Lien Representative, after the date hereof, if any Second-Priority Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority Liens securing all First Lien in respect of the Senior Lender Claims Obligations under the Senior Lender First Lien Collateral Documents, such Second-Priority Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder shall notify the Intercreditor Agent Designated First Lien Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral 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 First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the case benefit of an assignmenteach 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 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-Priority Agent may retain 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 junior lien on such assets 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 terms hereof). Subject contrary, prior to Section 11.03 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 issued pursuant to the New 1.5 First Lien Notes Indenture and the corresponding provision of Loan Documents or Hedging Obligations without granting a Lien thereon to secure any Second-Priority Document relating to Future Second-other First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement
No New Liens. Subject Until the 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 Section 11.03 of secure the New 1.5 Thermo Claim unless it has granted or concurrently grants a Lien Notes Indenture and on such asset or property to secure the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurredPost Road Claim, the parties hereto agree that, after the date agreeing that any such Lien shall be subject to Section 2.
1. If Thermo shall (nonetheless and in breach hereof, if any Second-Priority Agent shall ) acquire or hold any Lien on any assets or property of the Company or any other Grantor securing any Second-Priority Claims Obligor that are not also subject to the first-first priority Lien in respect of the Senior Lender Claims Post Road Claim under the Senior Lender Post Road Loan Documents, such Second-Priority Agent shall notify then Thermo shall, without the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien need for any further consent of any party and notwithstanding anything to the Intercreditor Agent (and/or its designee) contrary in any other document, be deemed to also hold and have held such lien for the benefit of Post Road as security for the applicable Senior Lender Claims Post Road Claim (in the case of an assignment, each Second-Priority Agent may but Thermo shall retain a junior lien Lien on such assets Collateral subject to the lien priority and other terms hereof) and shall promptly notify Post Road in writing of the existence of such Lien 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). Subject 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 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
Samples: Intercreditor Agreement (Digerati Technologies, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (i) grant or permit any Second-Priority Agent shall hold additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien 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 any assets such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability 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 Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to the Intercreditor Agent secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (and/or its designeeor offers to grant) as security for the applicable Senior Lender Claims (or, in the case of an assignmentclause (ii)(B), each Second-Priority Agent may retain grants within 20 Business Days thereafter, a junior lien Lien on such assets asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary 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 Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the terms hereof)provisions of this Agreement. Subject to Section 11.03 To the extent that the provisions of the New 1.5 immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Notes Indenture and Agent, the corresponding provision of any Second-other Priority Document relating to Future Second-Lien IndebtednessSecured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor Collateral Agent, for itself and on behalf of the other Second-Priority Second Lien Secured Parties and the Third Lien Collateral Agent, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as Until the Discharge of Senior Lender Claims Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that, after the date hereof, if :
(a) there shall be no Liens on any Second-Priority Agent shall hold asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; and
(b) there shall be no Liens on any assets asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Company Revolving Credit Claimholders and the Fixed Asset Collateral Agent, on behalf of the Fixed Asset Claimholders, agree that any amounts received by or distributed to any other Grantor securing any Second-Priority Claims that are not also of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims has not occurred, (a) the parties hereto agree that, after the date hereof, if any Second-Priority Agent the Trustee shall hold any Lien on any assets of the Company Borrower 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Noteholder Claims that are not also subject to the Lien in favor of the Senior Agent or Senior Lenders under the Senior Lender Documents, the Trustee, upon written demand by the Senior Agent or the Borrower, will assign it to the Senior Agent as security for the Senior Lender Claims and, upon such assignment taking effect, the Borrower agrees that it shall take, and shall cause each other Second-Priority AgentGrantor, as the case may be, to take, at the Borrower's sole cost and expense, such Second-Priority 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 shall notify 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 other Second-Priority Agent promptly upon becoming aware thereofSubsidiary to, grant or permit to exist any Lien on any assets of the Borrower or any of its 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. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Prior 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 (except that any Liens securing DIP Financing shall be governed by Section 6.1 hereof not this Section 2.3), the parties hereto agree thatthat the Borrower shall not, after and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property of a Grantor to secure any Fixed Asset Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any Lien securing any Fixed Asset Obligations if each ABL Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrower or the ABL Collateral Agent not receiving the Lien states in writing that the applicable ABL Loan Documents prohibit such ABL Collateral Agent from accepting a Lien on such asset or property, or such ABL Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens, an “ABL Declined Lien”); or
(b) grant or permit any additional Liens on any asset or property of a Grantor to secure any ABL Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Fixed Asset Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any Lien securing any ABL Obligations if each Fixed Asset Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrower or each Fixed Asset Collateral Agent not receiving the Lien states in writing that the applicable Fixed Asset Loan Documents prohibit such Fixed Asset Collateral Agent from accepting a Lien on such asset or property, or such Fixed Asset Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Fixed Asset Declined Lien” and, together with the ABL Declined Liens, the “Declined Liens”).
(c) 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 Collateral Agents and/or the ABL Claimholders or (ii) the Fixed Asset Collateral Agents and/or the Fixed Asset Claimholders, each 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 4.2.
(d) Notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure letter of credit exposure, ABL Bank Product Obligations or ABL fledging Obligations, in each case, that constitute ABL Priority Obligations in accordance with the ABL Credit Agreement (as in effect on the date hereof, if ) without granting a Lien thereon to secure any Second-Priority Agent shall hold any Lien on any assets of the Company other ABL Obligations 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofFixed Asset Obligations.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 1-1/2 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Second Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 1-1/2 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Second Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Amendment Agreement (Hexion Specialty Chemicals, Inc.)
No New Liens. Subject Following the date hereof, and with respect to Section 11.03 clauses (a) and (b) below, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the 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 Senior Lender Claims has not occurredGrantors, the parties hereto agree thatthat the Grantors shall not, after the date hereof, if any Second-Priority Agent and shall hold any Lien on any assets of the Company or not permit any other Grantor securing to:
(a) grant or permit any Second-Priority Claims that are not also subject additional Liens on any asset or property to the first-priority secure any Second 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 Obligation unless it has granted or the Company, will assign or release such concurrently grants a 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 asset or property to secure the terms hereof). Subject to Section 11.03 of the New 1.5 First Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it Obligations which shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject be senior to the Lien securing the Second Lien Obligations as provided in favor this Agreement;
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations which shall be junior to the Lien securing the First Lien Obligations as provided in this Agreement; provided, however, that, notwithstanding anything herein to the contrary, in no event shall any Grantor be required to grant or permit any additional Liens on any Excluded Assets to secure the Second Lien Obligations (but only for so long as such asset or property constitutes Excluded Assets); or
(c) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants an equal and ratable Lien on such asset or property to secure all other 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 First Lien Administrative Agent and/or the other First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 4.2.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Mohegan Tribal Gaming Authority)
No New Liens. Subject to Section 11.03 [ ] of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the 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 the First-Priority Representatives and/or the First-Priority Secured Parties, each Second-Priority Representative, on behalf of itself and the applicable Second-Priority 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 2.3 shall be subject to Section 4.2. Subject to Section 11.03 [ ] of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Cec Entertainment Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Secured Debt Obligations with respect to any Senior Secured Obligation has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the parties hereto agree thatthat the Parent Borrower shall not, after the date hereofand shall not permit any other Grantor to, if any Second-Priority Agent shall hold grant any Lien on any assets of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect holders of the Senior Lender Claims under Secured Obligations with respect to such property; provided, however, notwithstanding the foregoing, the refusal of any such holder of Senior Lender Documents, Secured Obligations to accept a Lien on any property of any Grantor shall not prohibit the taking of a Lien on such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand property 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 holders of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof)Junior Secured Obligations. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of If any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it Secured Party shall hold acquire any Lien on any assets property of the Company any Grantor or any other Grantor of their respective Subsidiaries constituting Junior Secured Obligations Collateral securing any Second-Priority Claims that are Junior Secured Obligations which property is not also subject to the Lien in favor of the holders of Senior Secured Obligations with respect to such property, then such holders of Junior Secured Obligations shall, without the need for any further consent of any other Second-Priority Person and notwithstanding anything to the contrary in any other Junior Document (x) hold and be deemed to have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.14, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available under this Agreement, the ABL Agent, such Second-Priority each Fixed Assets Debt Agent and the 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 2.14 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 2.04(b).
Appears in 1 contract
Samples: Abl Intercreditor Agreement (Clear Channel Outdoor Holdings, Inc.)
No New Liens. Subject to Section 11.03 [ ]32 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company Parent, CSL Capital or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor Agent Designated First-Priority Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Designated First-Priority Representative or the CompanyParent, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor Agent Designated First-Priority Representative (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 [ ]33 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Parent, CSL Capital or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets of Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto acknowledge and agree that neither the Company nor any other Grantor securing shall, nor shall it permit any Second-Priority Claims of its subsidiaries to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations; or
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. 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 with respect to priorities among the Second Lien Claimholders also in accordance with the terms of the Collateral Trust Agreement). In addition, to the extent that the foregoing provisions are not also complied with for any reason, without limiting any other rights and remedies available hereunder, the First Lien Collateral Agent, for itself and on behalf of the First Lien Claimholders, and the Collateral Trustee, for itself and on behalf of the Second Lien Claimholders, each 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. The provisions of this Section 2.3 shall not apply 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 Escrow Property or the Company, will assign Escrow Agreement (or release such Lien to the Intercreditor Agent (and/or its designeeany interest therein) 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 parties hereto agree that the Escrow Property and the Escrow Agreement (and any Second-Priority Document relating interest therein) secures the Notes and certain related obligations and does not secure, and is not required to Future Second-secure, any First Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to the Second Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets of Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor securing to, grant or permit any Second-Priority Claims additional Liens on any asset or property to secure any Third Lien Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property to secure the Senior Obligations, the parties hereto agreeing that any such Liens shall be subject to Section 2.1. To the extent that the provisions of the immediately preceding sentence are not also complied with for any reason, without limiting any other right or remedy available to any Senior Representative, any Senior Collateral Agent or the Senior Claimholders, each of the Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of the Third Lien Claimholders, agrees that any amounts received by or distributed to any Third Lien Claimholder pursuant to or as a result of any Lien granted in contravention of this Section 3.3 shall be subject to Section 5.2. Notwithstanding anything in this Agreement to the first-priority 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 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 letters of credit issued pursuant 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 First Lien Loan Documents without granting a junior lien on such assets subject Lien thereon to the terms hereof). Subject to Section 11.03 of the New 1.5 secure any Second Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Obligations or Third Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.
Appears in 1 contract
Samples: Third Lien Subordination and Intercreditor Agreement
No New Liens. Subject The Indenture Agent, for itself and on behalf of the other Indenture Secured Parties agrees that, until the Senior Discharge Date, no Grantor shall grant or permit any additional Liens on any Credit Facility Collateral to secure any Indenture Obligation unless such Grantor has granted, or substantially concurrently therewith grants, a Senior Lien on such Credit Facility Collateral to secure the First Priority Claims, with each such Lien to be subject to the provisions of this Intercreditor 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 Administrative Agent or the other Credit Facility Secured Parties, the Indenture Agent agrees, for itself and on behalf of the other Indenture Secured Parties, that any amounts received by or distributed to any Indenture Secured Party pursuant to or as a result of any Lien granted and existing in contravention of this Section 2.03 shall be subject to Section 11.03 4.02(a). The Administrative Agent, for itself and on behalf of the New 1.5 other Credit Facility Secured Parties agrees that, until the Senior Discharge Date, no Grantor shall grant or permit any additional Liens on any asset to secure any First Priority Claim unless such Grantor has granted, or substantially concurrently therewith grants, a Junior Lien Notes on such asset to the Indenture Agent to secure the Indenture Obligations, with each such Lien to be subject to the provisions of this Intercreditor 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 Indenture Agent or the other Indenture Secured Parties, the Administrative Agent agrees, for itself and on behalf of the corresponding provision other Credit Facility Secured Parties, that any amounts received by or distributed to any Credit Facility Secured Party pursuant to or as a result of any Second-Priority Document relating Lien granted and existing in contravention of this Section 2.03 shall be subject to Future Second-Lien Indebtedness, so long as a Junior Lien. Notwithstanding the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company foregoing or any other Grantor securing any Second-Priority Claims that provision in this Intercreditor Agreement to the contrary, the provisions of this Section are not also subject to intended to, nor shall they be deemed to, affect in any manner the first-priority Lien in respect enforceability against any Grantor 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 any 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 granted and existing contrary to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofthis Section.
Appears in 1 contract
Samples: Intercreditor Agreement (Affinity Guest Services, LLC)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Second Lien Agent to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of any Grantor to secure any Second Lien Obligation, or 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 such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Agent from taking the Lien, or (iii) 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 Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or 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 assets such asset of a Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Agent from taking the Lien, or (ii) grant or permit any other Grantor securing additional Liens on any Second-Priority Claims asset to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that are the refusal or inability of the Second Lien Agent to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof andSecond Lien Agent, upon demand by the Intercreditor Agent other Second Lien Secured Parties, the Third Lien Collateral Trustee or the Company, will assign or release such other Third Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Agent, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03, shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Northern Oil & Gas, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided, however, that this provision will not be violated if any Second-Priority the Second Lien Collateral Agent shall hold any is given a reasonable opportunity to accept a Lien on any assets asset or property and the Second Lien Collateral Agent states in writing that the Second Lien Note Facility Documents prohibit the Second Lien Collateral Agent from accepting a Lien on such asset or property of the Company Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of Second Lien Claimholders, agrees that any Second-Priority Claims that are not also 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 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of 2.6 hereof, the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtednessparties hereto agree that, so long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, (a) none of the Obligors shall 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, after the date hereof, that if any Second-Priority Agent Second Lien Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor Obligor securing any Second-Priority Claims that Second Lien Obligation which assets are not also subject to the first-first priority Lien in respect of the Senior Lender Claims First Lien Claimholders under the Senior Lender First Lien Collateral Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof andthen, upon demand by the Intercreditor without limiting any other rights and remedies available to any First Lien Collateral Agent or the Companyother First Lien Claimholders, will assign 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 release such Second Lien Claimholder, as the case may be, shall, without the need for any further consent of any Person 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 applicable First Lien Collateral Agent and the First Lien Claimholders as security for the First Lien Obligations (subject to the Intercreditor Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral 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 its designeeeach of their respective designees) as security for the applicable Senior Lender Claims (in First Lien Obligations. To the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to extent that the terms hereof). Subject to Section 11.03 provisions of the New 1.5 immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Collateral Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing First Lien Claimholder, each Second Lien Collateral Agent agrees, for itself and on behalf of its Related Second Lien Claimholders, that any Second-Priority Claims that are not also 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 in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSection 4.2.
Appears in 1 contract
Samples: Credit Agreement (Nuvei Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against an Issuer or any other Grantor, the parties hereto agree thatthat the Issuers will not, after and will not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Priority Lien on such asset or property to secure all of the date Priority Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.3 hereof; provided that notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure Priority Lien Obligations or Junior Lien Obligations, as applicable, consisting of reimbursement obligations in respect of letters of credit pursuant to the Priority Lien Documents or Junior Lien Documents, as applicable, without granting a Lien thereon to secure any Junior Lien Obligations or Priority Lien Obligations, as applicable; or
(b) grant or permit any additional Liens on any asset or property to secure any Priority Lien Obligations unless it has granted or concurrently grants a Junior Lien on such asset or property to secure all of the Junior Lien Obligations; provided that this provision will not be violated if any Second-Priority the Collateral Agent shall hold any is given a reasonable opportunity to accept a Lien on any assets asset or property for the benefit of the Company Junior Lien Secured Parties and the Collateral Agent states in writing that the Junior Lien Documents prohibit the Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Representative otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing rights and remedies available to the Priority Lien Secured Parties, the Collateral Agent, on behalf of the Junior Lien Secured Parties, agrees that any Second-Priority Claims that are not also amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.10 shall be subject to Section 3.4. Notwithstanding the first-priority Lien foregoing or Section 2.11, 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 respect the facilities under which such letters of credit are issued) to satisfy requirements set forth in the Senior Lender Claims under the Senior Lender Documents, reimbursement agreement for such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent letters of credit or the Company, will assign or release such Lien related facilities with respect to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case cash collateralization of an assignment, each Second-Priority Agent may retain such letters of credit without granting a junior lien on such assets subject cash or cash equivalents to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or secure any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSecured Obligation.
Appears in 1 contract
No New Liens. Subject to Section 11.03 [ ]18 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall 18 This section is intended to be the section that addresses the release of collateral. Table of Contents hold any Lien on any assets intended to be Common Collateral of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 [ ]19 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hospitality Distribution Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims Revolver Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its Subsidiaries to, if (a) grant or permit any Second-Priority Agent shall hold additional Liens on any asset of a Grantor to secure any FLLO 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 assets additional Liens on any asset of a Grantor to secure any Revolver 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 FLLO Obligations and has taken all actions required to perfect such Liens. Any liens granted in accordance with this Section 4.03 shall be granted in favor 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 Collateral Trustee and subject to the terms hereof)of this Agreement. Subject to Section 11.03 To the extent that the provisions of the New 1.5 immediately preceding sentence are not complied with for any reason, or should any Lien Notes Indenture and 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 corresponding provision of Priority Secured Parties, without limiting any Second-Priority Document relating other right or remedy available to Future Second-Lien Indebtednessthe Collateral Trustee, the Revolver Agent or the other Revolver Secured Parties, each Second-Priority Agent agrees thatFLLO Agent, after the date hereof, if it shall hold any Lien for itself and on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentFLLO Secured Parties, agrees that any amounts received by or distributed to any FLLO Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 4.03 or any such Second-Priority Agent release or lack of perfection shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 5.05(b).
Appears in 1 contract
Samples: Collateral Trust Agreement (Chesapeake Energy Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so (a) So long as the Discharge of Senior Lender Claims First-Lien Obligations has not occurred, the parties hereto agree thatthat the Grantors shall not, after the date hereofand shall not permit any Grantor to, if grant or permit any additional Liens, or take any action to perfect any additional Liens, on any Property to secure any Second-Priority Agent shall hold any Lien Obligation unless it has also granted or contemporaneously grants a Lien on such Property to secure the First-Lien Obligations and has taken all actions required to perfect such Liens. To the extent that the foregoing provisions are not complied with for any assets of the Company or reason, without limiting any other Grantor securing any Second-Priority Claims that are not also subject rights and remedies available to the firstFirst-priority Lien in respect of Collateral Agent and/or the Senior Lender Claims under other First-Lien Creditors, 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 Second-Priority Document relating to Future Second-Lien IndebtednessCollateral Agent, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets behalf of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of itself and the other Second-Priority Agent, such Lien Creditors (by its acceptance of the benefits of the Second-Priority Agent 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 notify any other be subject to Section 4.2 hereof.
(b) So long as the Discharge of Second-Priority Agent promptly upon becoming aware thereofLien Obligations has not occurred, the parties hereto agree that the Grantors shall not, and shall not permit any Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any Property to secure any First-Lien Obligation unless it has also granted or contemporaneously grants a Lien on such Property (other than Excluded Second-Lien Collateral) to secure the Second-Lien Obligations and has taken all actions required to perfect such Liens.
Appears in 1 contract
No New Liens. Subject to Section 11.03 [ ] of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company Parent, CSL Capital or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor Agent Designated First-Priority Representative promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Designated First-Priority Representative or the CompanyParent, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor Agent Designated First-Priority Representative (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative 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 Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Parent, CSL Capital or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.. 13
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as Until the Discharge of Senior Lender Claims Priority Obligations and the Discharge of Notes Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against Holdings, the Borrower or any other Grantor, the parties hereto acknowledge and agree that, after the date hereof, if that it is their intention that there shall be no Liens on any Second-Priority Agent shall hold asset or property to secure any Notes Obligation unless a Lien on such asset or property also secures the Priority Obligations. To the extent any assets additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted to any Notes Collateral Agent or any Notes Claimholder on any asset or property to secure any Notes Obligation, and a corresponding Lien is not granted to secure the Priority Obligations, without limiting any other rights and remedies available hereunder, each Priority Collateral Agent, on behalf of the Company applicable Priority Claimholders and each Notes Collateral Agent, on behalf of applicable Notes Claimholders, agree that (a) any amounts received by or distributed to any other Grantor securing any Second-Priority Claims that are not also of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, Section 4.2 and (b) such Second-Priority Notes Collateral Agent or Notes Claimholder (i) 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Collateral Agent promptly upon becoming aware thereof, and (ii) shall be deemed to hold and have held (subject to the relative priorities set forth in Section 2.01) such Lien for the benefit of each Priority Collateral Agent and Priority Claimholders as security for the Priority Obligations. For the avoidance of doubt, the Notes Obligations shall not at any time be secured by any Liens granted by the Credit Parties that are not US Credit Parties (as defined in the Revolving Credit Agreement).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Priority Lien Obligations 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 thatthat the Borrower will not, after and will not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Parity Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the date Priority Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.3 hereof; and
(b) except as set forth in the last paragraph of this Section 2.10, grant or permit any additional Liens on any asset or property to secure any Priority Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Parity Lien Obligations; provided that this provision will not be violated if any Second-Priority Agent shall hold any the Collateral Trustee is given a reasonable opportunity to accept a Lien on any assets asset or property for the benefit of the Company Parity Lien Secured Parties and the Collateral Trustee states in writing that the Parity Lien Documents prohibit the Collateral Trustee from accepting a Lien on such asset or property or the Parity Lien Representative otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Priority Lien Secured Parties, the Collateral Trustee, on behalf of the Parity 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 2.10 shall be subject to Section 3.4. Notwithstanding anything in this Agreement to the contrary (including any of the foregoing in this Section 2.10 and Section 2.11), (i) cash and cash equivalents may be pledged to secure Priority Lien Obligations consisting of reimbursement obligations in respect of letters of credit and swing line loans (and/or any obligations of lenders participating in the facilities under which such letters of credit are issued and swing line loans made) pursuant to the Priority Lien Documents without granting a Lien thereon to secure any other Priority Lien Obligations, Parity Lien Obligations or any other Grantor securing any Second-Priority Claims that are not also subject to Secured Obligation and (ii) Holdings may grant Liens on 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 (equity interests and related rights in the case of an assignment, each Second-Borrower to secure Priority Agent may retain Lien Obligations without granting a junior lien on such assets subject Lien thereon to the terms hereof). Subject to Section 11.03 of the New 1.5 secure any Parity Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligation.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Second Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 Second Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Momentive Specialty Chemicals Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims First Lien Debt (other than the First Lien Debt Excess) has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Second Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Second Lien Debt that are not also subject to the first-first priority Lien in respect of First Lien Agent under the First Lien Documents (unless as a result of the Senior Lender Claims under the Senior Lender Documentswritten waiver by First Lien Agent of such Lien), such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof andSecond Lien Secured Party, upon demand by the Intercreditor First Lien Agent or the Companysuch Grantor, will assign or will, at First Lien Agent’s option, either release such Lien or assign it to the Intercreditor First Lien Agent (and/or its designee) as security for the applicable Senior Lender Claims (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 case extent that the provisions of an assignmentthis Section 2.4 are not complied with for any reason, each Second-Priority without limiting any other right or remedy available to First Lien 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the First Lien in favor Secured Party, Second Lien Agent agrees, for itself and on behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent 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 notify 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 Second-Priority right or remedy available to Second Lien Agent promptly upon becoming aware thereofor any other Second Lien Secured Party, First Lien Agent agrees, for itself and on behalf of the 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 any Lien granted in contravention of this Section shall be subject to Section 4 hereof.
Appears in 1 contract
No New Liens. (a) Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness2.10(c), so long as the Discharge of Senior Lender Claims Parity Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Pledgor, the parties hereto agree thatthat the Borrower will not, after and will not permit any other Pledgor to:
(1) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or substantially concurrently grants a Lien on such asset or property to secure all of the date Parity Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.3 hereof, if ; or
(2) grant or permit any Second-Priority Agent shall hold additional Liens on any asset or property to secure any Parity Lien Obligations unless it has granted or substantially concurrently grants a Lien on such asset or property to secure all of the Junior Lien Obligations.
(b) The Trustee and the Collateral Trustee each hereby agrees that it will not accept any Lien on any assets Collateral for the benefit of the Company holders of the Notes (other than funds deposited for the discharge or any defeasance of the Notes) other Grantor securing any Second-Priority Claims that are not also subject than pursuant to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Collateral Trust Security 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, . Each other Collateral Trust Representative hereby agrees that it 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold not accept any Lien on any Collateral for the benefit of the holders of the Series of Collateral Trust Debt that such Collateral Trust Representative represents (other than funds deposited for the discharge or defeasance of such Series) other than pursuant to the Collateral Trust Security Documents.
(c) Notwithstanding the foregoing, without granting a Lien on such assets to secure any other Secured Obligations, any Pledgor may grant or permit Liens (i) on funds deposited for the discharge or defeasance of any Series of Collateral Trust Debt as provided in Section 2.10(b), (ii) on the Equity Interests issued by the Borrower or on any other assets of the Company CA Acquisition Holdings, Inc. or any other Grantor securing parent of the Borrower, in each case in this clause (ii) to secure any Second-Priority Claims that are not also subject Credit Agreement Obligations or any future Series of Collateral Trust Parity Lien Obligations, or (iii) on cash or cash equivalents to the Lien issuers of letters of credit (and/or any lenders participating in favor the facilities under which such letters of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.credit are
Appears in 1 contract
Samples: Collateral Trust Agreement (Harland Clarke Holdings Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Symmetry or any other Grantor, Symmetry and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurred, the other parties hereto agree thatthat neither Symmetry nor any other Grantor shall grant, after the date hereofand no Secured Party shall accept, if any Second-Priority Agent shall hold any additional Lien on any asset of Symmetry or such other Grantor to secure any Obligation unless Symmetry or such other Grantor has granted or concurrently grants a Lien on such asset to secure the other outstanding Obligations (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such additional Liens constitute ABL Collateral or Non-ABL Collateral); provided that, with respect to any Lien granted under a Senior Notes Mortgage with respect to any real property located in the State of New York, such Lien may be granted without a prior or concurrent grant of a Lien thereon to secure the Company Revolving Credit Obligations so long as, prior to the grant of such Lien under such Senior Notes Mortgage, Symmetry or the applicable Grantor shall have given notice thereof to the Revolving Credit Agent and the Revolving Credit Agent shall have notified Symmetry that, pursuant to its authority under the Revolving Credit Agreement, the Revolving Credit Agent shall forego such grant of a Lien to secure the Revolving Credit Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing any Second-Priority Claims that are not also subject rights and remedies available 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 CompanySenior Secured Parties, will assign the Junior Agent, for itself and on behalf of the Junior Secured Parties, agrees that any amounts received by or release such Lien distributed to the Intercreditor Agent (and/or its designee) any of them pursuant to or as security for the applicable Senior Lender Claims (a result of Liens granted in the case contravention of an assignment, each Second-Priority Agent may retain a junior lien on such assets this Section shall be subject to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.02.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Symmetry Holdings Inc)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (a) grant or permit any Second-Priority Agent shall hold additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens or (b) grant or permit any assets additional Liens on any asset of the Company a Grantor or any other of its Subsidiaries to secure any Priority Lien Obligations, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor securing or any Second-Priority Claims that are not also of its Subsidiaries to secure the Second Lien Obligations, and has taken all actions required to perfect such Liens, with each such Lien to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Lien Agent or the Companyother Priority Lien Secured Parties, will assign or release such the Second Lien to the Intercreditor Agent (and/or its designee) as security Collateral Trustee agrees, for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien itself and 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
Samples: Intercreditor Agreement (Breitburn Energy Partners LP)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereofClosing Date, if any Second-Priority Agent Representative shall hold any Lien on any assets of the Company Borrower or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Collateral Agent or the CompanyBorrower, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any SecondFirst-Priority Document relating to Future SecondRepresentatives and/or the First-Lien IndebtednessPriority Secured Parties, each Second-Priority Agent Representative, on behalf of itself and the applicable Second-Priority 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 2.3 shall be subject to Section 4.2. Each Second-Priority Representative agrees that, after the date hereofClosing Date, if it shall hold any Lien on any assets of the Company Borrower or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority AgentRepresentative, such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the applicable Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if the Second Priority Noteholder Agent or the 2004 Noteholder Agent or any Second-Priority Agent Noteholder shall hold any Lien on any assets of the Company or any other Grantor securing that (a) would constitute Senior Lender First Lien Collateral if such assets were Senior Lender Collateral, (b) secure any Second-Priority Noteholder Claims that and (c) are not also subject to the first-priority Lien in respect of the Senior Lender Claims Credit Agent under the Senior Lender Documents, then the Second Priority Noteholder Agent or the 2004 Noteholder Agent or such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof andNoteholder, as applicable, upon demand by the Intercreditor Credit Agent or the Company, will assign or either release such Lien or assign it to the Intercreditor Credit Agent (and/or its designee) as security for the applicable Senior Lender Claims (in which case each of the case of an assignment, each Second-Second Priority Noteholder Agent and the 2004 Noteholder Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of So long as the New 1.5 Lien 2004 Notes Indenture and First Priority Transition Date has not occurred, the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees parties hereto agree that, after the date hereof, if it the Second Priority Noteholder Agent or the Credit Agent or any other 2004 Notes Second Priority Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing that (a) would constitute 2004 Notes First Lien Collateral if such assets were 2004 Noteholder Collateral, (b) secure any Second-2004 Notes Second Priority Claims that and (c) are not also subject to the first-priority Lien in favor of the other Second-2004 Trustee under the 2004 Noteholder Documents, then the Second Priority AgentNoteholder Agent or the Credit Agent or such 2004 Notes Second Priority Secured Party, as applicable, upon demand by the 2004 Noteholder Agent or the Company, will either release such Second-Lien or assign it to the 2004 Noteholder Agent as security for the 2004 Noteholder Claims (in which case each of the Second Priority Noteholder Agent shall notify any other Second-Priority and the Credit Agent promptly upon becoming aware thereofmay retain a junior lien on such assets subject to the terms hereof).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Revolving Obligations has not occurred, the parties hereto agree thatBorrowers shall not, after the date hereofand shall not permit any Guarantor to, if (i) grant or permit any Second-Priority Agent shall hold additional Liens on any asset or property to secure any Term Obligation unless it has granted a Lien on such asset or property to secure the Revolving Obligations, and (ii) grant or permit any assets additional Liens on any asset or property to secure any Revolving Obligations unless it has granted a Lien on such asset or property to secure the Term Obligations in each case with the respective priorities vis a vis Revolver Primary Collateral, Term Primary Collateral and Shared Collateral as set forth in Section 2.1 of this Intercreditor Annex. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Agents and the Secured Parties, each of the Company Administrative Agent, on behalf of the Revolver Secured Parties and the Term Agent, on behalf of Term 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 2.3 shall be subject to Section 4.2. So long as the Discharge of Term Obligations has not occurred, the Borrowers shall not, and shall not permit any Guarantor to, (i) grant or permit any additional Liens on any asset or property to secure any Revolving Obligation unless it has granted a Lien on such asset or property to secure the Term Obligations, and (ii) grant or permit any additional Liens on any asset or property to secure any Term Obligations unless it has granted a Lien on such asset or property to secure the Revolving Obligations in each case with the respective priorities vis a vis Revolver Primary Collateral, Term Primary Collateral and Shared Collateral as set forth in Section 2.1 of this Intercreditor Annex. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing rights and remedies available to the Agents and the Secured Parties, each of the Term Agent, on behalf of the Term Secured Parties and Administrative Agent, on behalf of Revolver Secured Parties, agree that any Second-Priority Claims that are not also 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 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
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No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness5.01, so long as the Discharge of Senior Lender Claims First-Priority Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Lien Obligations 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 First-Priority Lien Obligations (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 Second-Priority Document relating to Future Second-Lien Indebtedness5.01, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the other Second-Priority Agent, Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights or remedies available to the Intercreditor Agent or any of the Senior Lenders, the Second-Priority Agents and the Second-Priority 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 2.03 shall be subject to Section 4.02.
Appears in 1 contract
Samples: Lien Subordination and Intercreditor Agreement (Us Oncology Corporate Inc)
No New Liens. (a) Subject to Section 11.03 3.8, if any Senior Collateral Agent, Senior Representative or Senior Holder shall acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Lien in respect of all Senior Obligations under the Senior Documents, then the Senior Collateral 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 New 1.5 Senior Holders as security for all Senior Obligations (subject to the Lien Notes Indenture priority and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so other terms hereof).
(b) So long as the Discharge of the Senior Lender Claims Obligations has not occurred, each Junior Collateral Agent agrees, for itself and on behalf of each Junior Holder, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree thatCompany or any other Grantor, after the date hereof, if any Second-Priority Agent that it shall not acquire or hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject Junior Obligations that, to the first-priority Lien in respect of the Senior Lender Claims extent permissible under the Senior Lender Documentsapplicable law, 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor respect of the Senior Obligations under the Senior Documents. If any Junior Collateral Agent or any Junior Holder shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Lien in respect of the Senior Obligations under the Senior Documents, then such Junior Collateral 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 Second-Priority document, be deemed to also hold and have held such Lien for the benefit of the Senior Collateral Agent and the Senior Holders as security for the Senior Obligations (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 3.5, the priority of such additional Liens shall be determined in accordance with Sections 3.1 and 3.2 as applicable, and the application of the Proceeds thereof shall be effected in accordance with Section 5, as applicable. 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, each of the Senior Collateral Agent, such Second-Priority Agent on behalf of the Senior Holders, and the Junior Collateral Agent, on behalf of the Junior Holders, agrees that any amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 3.5 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 5.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Pyxus International, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (a) grant or permit any Second-Priority Agent shall hold additional Liens on any asset of a Grantor or any of its subsidiaries to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens or (b) grant or permit any assets additional Liens on any asset of the Company a Grantor or any other of its subsidiaries to secure any Priority Lien Obligations, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor securing or any Second-Priority Claims that are not also of its subsidiaries to secure the Second Lien Obligations and has taken all actions required to perfect such Liens, with each such Lien to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Lien Agent or the Companyother Priority Lien Secured Parties, will assign or release such the Second Lien to the Intercreditor Agent (and/or its designee) as security Collateral Trustee agrees, for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien itself and 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
Samples: Intercreditor Agreement (Vanguard Natural Resources, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, • so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, • grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien 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 (%5) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 (%5) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept 5279325v2 such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (%4) grant or permit any additional Liens on any asset of a Grantor (other than Indenture Excluded Property) to secure any Priority Lien 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 (%5) the Second Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and, for the avoidance of doubt, this clause (iii) shall not apply to any Indenture Excluded Property, and • after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien 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 any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (%4) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims the First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other First Lien Guarantor, the parties hereto agree thatthat the Borrowers shall not, after and shall not permit any other Second Lien Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or
(b) grant or permit any additional Liens on any asset or property to secure any of the First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided, however, that this provision will not be violated (i) if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any Second-Priority asset or property and the Second Lien Collateral Agent shall hold states in writing that the Second Lien Documents prohibit the Second Lien Collateral Agent from accepting a Lien on such asset or property or the Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property or (ii) with respect to any Lien on any assets equity interests or other securities of any Affiliate 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 released pursuant to the terms hereof)of the Seond Lien Documents; provided, further, however, in no event shall any Lien be granted on any asset or property of Intermediate Holdings to secure the Second Lien Obligations. Subject 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 Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral 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 Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
No New Liens. Subject to Section 11.03 [ ]1 of the New 1.5 Lien Notes Indenture Second-Priority Facility Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company Borrower or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Agent 1 NTD: Insert cross-reference to lien release provision of Second-Priority Facility Agreement. promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Agent or the CompanyBorrower, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 [ ]2 of the New 1.5 Lien Notes Indenture Second-Priority Facility Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Borrower or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as (a) Until the Discharge of Senior Lender Claims Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that, after the date hereof, if :
(1) (a) there shall be no Liens on any Second-Priority Agent shall hold asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Revolving Credit Obligations; and
(2) (b) there shall be no Liens on any assets asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Fixed Asset Obligations.
(b) To the extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, theeach Revolving Credit Collateral Agent, on behalf of the Company applicable Revolving Credit Claimholders, and the Fixed Asset Collateral Agent, on behalf of the Fixed Asset Claimholders, agree that any amounts received by or distributed to any other Grantor securing any Second-Priority Claims that are not also of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be 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 Section 4.2.
(c) Notwithstanding anything to the Intercreditor contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any ABL Obligations if for any reason the ABL Collateral Agent (and/or its designee) as security for expressly declines to accept a Mortgage, or releases a Mortgage, on the applicable Senior Lender Claims (in the case of an assignmentMortgaged Property owned by Envelope Product Group, 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 LLC and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtednesslocated at Xxxxx 000, each Second-Priority Agent agrees thatXxxxxxxxxxxx, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofXX 00000.
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No New Liens. Subject to Section 11.03 of 2.6 hereof, the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtednessparties hereto agree that, so long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, (a) none of the Obligors shall 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 reasonably 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 reasonably 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, after the date hereof, that if any Second-Priority Agent Second Lien Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor Obligor securing any Second-Priority Claims that Second Lien Obligation which assets are not also subject to the first-first priority Lien in respect of the Senior Lender Claims First Lien Claimholders under the Senior Lender First Lien Collateral Documents, such Second-Priority then, without limiting any other rights and remedies available to any First Lien Collateral Agent and/or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, and each other Second Lien Claimholder (by its acceptance of the benefits of the Second Lien Financing Documents), shall (i) notify the Intercreditor Directing First Lien Collateral Agent promptly upon becoming aware thereof and, upon demand by unless such Obligor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral Agent as security for the Intercreditor Agent or the CompanyFirst Lien Obligations, will shall assign or release such Lien to the Intercreditor Directing First Lien Collateral Agent (and/or its designee) as security for all First Lien Obligations for the applicable Senior Lender Claims benefit of the First Lien Secured Parties (in the case of an assignment, each Second-Priority Agent but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment of such Lien to the Directing First Lien Collateral Agent or such grant of a similar Lien to each First Lien Collateral Agent, shall be deemed to also hold and have held such Lien for the benefit of each First Lien Collateral Agent and the other First Lien Secured Parties as security for the applicable First Lien Obligations. Subject to Section 11.03 To the extent that the provisions of the New 1.5 immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Collateral Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to First Lien Secured Party, the Second Lien in favor Collateral Agent, for itself and on behalf of the other Second-Priority AgentSecond Lien Secured Parties, such Second-Priority Agent agrees 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 notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 4.2.
Appears in 1 contract
Samples: Credit Agreement (Certara, Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Existing Xxxxxx Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 Existing Xxxxxx Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Hexion Specialty Chemicals, Inc.)
No New Liens. Subject to Section 11.03 [ ]2 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, so long as the Discharge of Senior Lender Claims First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Representative shall hold any Lien on any assets intended to be Common Collateral of the Company Companies or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the first-priority Lien in respect of the Senior Lender Claims First-Priority Obligations under the Senior Lender First-Priority Documents, such Second-Priority Agent Representative shall notify the Intercreditor First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor First-Priority Collateral Agent or the CompanyCompanies, will either (i) release such Lien or (ii) assign or release such Lien to the Intercreditor First-Priority Collateral Agent (and/or its designee) as security for the applicable Senior Lender Claims First-Priority Obligations (and, in the case of an assignment, each Second-Priority Agent Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 [ ]3 of the New 1.5 Lien Notes Indenture Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessCredit Document, each Second-Priority Agent Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company Companies or any other Grantor securing any Second-Priority Claims Obligations that are not also subject to the Lien in favor of the each other Second-Priority Agent, Representative such Second-Priority Agent Representative shall notify any other Second-Priority Agent Representative promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Incremental Assumption and Amendment Agreement (Rexnord Corp)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien IndebtednessThe parties hereto agree that, (a) so long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien 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 or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien 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 or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien 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 or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Second-Priority Agent shall hold Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien 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 any assets such asset of such Grantor or subsidiary to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of such Grantor securing or subsidiary to secure any Second-Priority Claims that are Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary 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 Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the first-priority Lien in respect provisions of this Agreement. To the extent that the provisions of the Senior Lender Claims under immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lender DocumentsPriority Lien Agent, such Second-the other Priority Agent shall notify Lien Secured Parties, the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent Second Lien Collateral Trustee or the Company, will assign or release such other Second Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignmentSecured Parties, 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 Second Lien Notes Indenture Collateral Trustee, for itself and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor behalf of the other Second-Priority AgentSecond Lien Secured Parties and the Third Lien Collateral Trustee, such Second-Priority Agent for itself and on behalf of the other Third Lien Secured Parties, agrees 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 2.03 shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe subject to Section 3.05(b).
Appears in 1 contract
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims 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 parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to:
(i) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or
(ii) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided, however, that this provision will not be violated if any Second-Priority the Second Lien Collateral Agent shall hold any is given a reasonable opportunity to accept a Lien on any assets asset or property and the Second Lien Collateral Agent states in writing that the Second Lien Note Facility Documents prohibit the Second Lien Collateral Agent from accepting a Lien on such asset or property of the Company Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of Second Lien Claimholders, agrees that any Second-Priority Claims that are not also 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 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 Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.2.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (KAR Auction Services, Inc.)
No New Liens. Subject to Section 11.03 11.04 of the New 1.5 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 Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any 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 11.04 of the New 1.5 Second-Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Momentive Performance Materials Inc.)
No New Liens. Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so So long as the Discharge of Senior Lender Claims Priority Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against an Issuer or any other Grantor, the parties hereto agree thatthat the Issuers will not, after and will not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Priority Lien on such asset or property to secure all of the date Priority Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.3 hereof; provided that notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure Priority Lien Obligations or Junior Lien Obligations, as applicable, consisting of reimbursement obligations in respect of letters of credit pursuant to the Priority Lien Documents or Junior Lien Documents, as applicable, without granting a Lien thereon to secure any Junior Lien Obligations or Priority Lien Obligations, as applicable; or
(b) grant or permit any additional Liens on any asset or property to secure any Priority Lien Obligations unless it has granted or concurrently grants a Junior Lien on such asset or property to secure all of the Junior Lien Obligations; provided that this provision will not be violated if any Second-Priority the Collateral Agent shall hold any is given a reasonable opportunity to accept a Lien on any assets asset or property for the benefit of the Company Junior Lien Secured Parties and the Collateral Agent states in writing that the Junior Lien Documents prohibit the Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Representative otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing rights and remedies available to the Priority Lien Secured Parties, the Collateral Agent, on behalf of the Junior Lien Secured Parties, agrees that any Second-Priority Claims that are not also amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.10 shall be subject to Section 3.4. Notwithstanding the first-priority Lien foregoing or Section 2.11, 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 respect the facilities under which such letters of credit are issued) to satisfy requirements set forth in the Senior Lender Claims under the Senior Lender Documents, reimbursement agreement for such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent letters of credit or the Company, will assign or release such Lien related facilities with respect to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case cash collateralization of an assignment, each Second-Priority Agent may retain such letters of credit without granting a junior lien Lien on such assets subject cash or cash equivalents to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or secure any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofSecured Obligation.
Appears in 1 contract
