Common use of Non-Lienable Assets Clause in Contracts

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3), if any assets, licenses, rights, or privileges of the Debtor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (the “Inalienable Interests”), then the First Lien Creditor and the Second Lien Creditor agree that any distribution or recovery First Lien Creditor, or the other First Lien Claimholders, or Second Lien Creditor, or the other Second Lien Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds of Collateral. Until the Payment in Full of First Lien Priority Debt occurs, the Second Lien Creditor hereby appoints the First Lien Creditor, and any officer or agent of the First Lien Creditor, with full power of substitution, the attorney-in-fact of each Second Lien Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3), if any assets, licenses, rights, or privileges of the Debtor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (the “Inalienable Interests”), then the First Lien Creditor and the Second Lien Creditor Creditors agree that any distribution or recovery First Lien Creditor, or the other First Lien Claimholders, or a Second Lien Creditor, or the other Second Lien Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds of Collateral. Until the Payment in Full of First Lien Priority Debt occurs, the each Second Lien Creditor hereby appoints the First Lien Creditor, and any officer or agent of the First Lien Creditor, with full power of substitution, the attorney-in-fact of each Second Lien Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3)herein, if any assets, licenses, rights, or privileges of the Debtor any Credit Party are incapable of being the subject of a Lien in favor of a secured party either the First Lien Agent or the Second Lien Agents (including because of restrictions under applicable law, the nature of the rights or interests of the Debtorsuch Credit Party, or the absence of a consent to such Lien by a third party party) and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (the “Inalienable Interests”), then the First Lien Creditor Agent and the Second Lien Creditor Agents agree that any distribution or recovery that the First Lien Creditor, Creditors or the other First Lien Claimholders, or Second Lien Creditor, or the other Second Lien Claimholders, Creditors may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds Proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections Section 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds Proceeds of Collateral. Until With respect to all Inalienable Interests, until the Payment in Full Discharge of First Lien Priority Debt Obligations occurs, the Second Lien Creditor Agents hereby appoints appoint the First Lien CreditorAgent, and any officer or agent of the First Lien CreditorAgent, with full power of substitution, the attorney-in-fact of each of the Second Lien Claimholder Creditors for the limited purpose of carrying out the provisions of this Section 4.4 2.8 and taking any action and executing any instrument that the First Lien Creditor Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.42.8, which appointment is irrevocable and coupled with an interest. If in order to carry out the provisions of this Section 2.8 a special power of attorney is required according to applicable law, the Second Lien Creditors and/or the Second Lien Agents, as the case may be, hereby agree to grant an irrevocable power of attorney to the First Lien Agent, using the form provided by the First Lien Agent.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3), if any assets, licenses, rights, or privileges of the Debtor any Grantor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtorsuch Grantor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (excluding any Term Loan Priority Collateral, the “"Inalienable Interests”"), then the First Lien Creditor ABL Agent and the Second Lien Creditor Term Loan Agent agree that any distribution or recovery First Lien CreditorABL Agent, or the other First Lien ABL Claimholders, or Second Lien CreditorTerm Loan Agent, or the other Second Lien Term Loan Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, ABL Collateral or the proceeds of ABL Collateral. Until the Payment in Full of First Lien ABL Priority Debt occurs, the Second Lien Creditor Term Loan Agent hereby appoints the First Lien CreditorABL Agent, and any officer or agent of the First Lien CreditorABL Agent, with full power of substitution, the attorney-in-fact of each Second Lien Term Loan Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor ABL Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3), if any assets, licenses, rights, or privileges of the Debtor any Grantor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtorsuch Grantor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (excluding any Term Loan Priority Collateral, the “Inalienable Interests”), then the First Lien Creditor ABL Agent and the Second Lien Creditor Term Loan Agent agree that any distribution or recovery First Lien CreditorABL Agent, or the other First Lien ABL Claimholders, or Second Lien CreditorTerm Loan Agent, or the other Second Lien Term Loan Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, ABL Collateral or the proceeds of ABL Collateral. Until the Payment in Full of First Lien ABL Priority Debt occurs, the Second Lien Creditor Term Loan Agent hereby appoints the First Lien CreditorABL Agent, and any officer or agent of the First Lien CreditorABL Agent, with full power of substitution, the attorney-in-fact of each Second Lien Term Loan Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor ABL Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein herein, with respect to (including Section 4.3i) the right, title and interest of any Obligor in Equity Interests in a CFC or Foreign Subsidiary Holding Company (“CFC Interests”), if (ii) the right, title and interest of any Obligor in any Excluded Assets and (iii) any assets, licenses, rights, or privileges of the Debtor any Obligor that are incapable of being the subject of a Lien in favor of a secured party the First Lien Representative or Second Lien Representative (including because of restrictions under applicable law, the nature of the rights rights, title or interests of the Debtorsuch Obligor, or the absence of a consent to such Lien by a third party and party), irrespective of whether the applicable collateral documents First Lien Collateral Documents and Second Lien Collateral Documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (the “Inalienable Interests” and, together with CFC Interests and Excluded Assets, the “Subject Interests”), then the First Lien Creditor Representative and the Second Lien Creditor Representative agree that any distribution or recovery the First Lien CreditorRepresentative, or the other First Lien Claimholders, or Second Lien CreditorRepresentative, or the other Second Lien ClaimholdersClaim-holders, may receive with respect to, or that is allocable to, the value of any such Inalienable Subject Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds of Collateral. Until the Payment in Full of First Lien Priority Debt occurs, the Second Lien Creditor hereby appoints the First Lien Creditor, and any officer or agent of the First Lien Creditor, with full power of substitution, the attorney-in-fact of each Second Lien Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3), if any assets, licenses, rights, or privileges of the Debtor any Grantor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtorsuch Grantor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges privileges) (the “Inalienable Interests”), then the First Lien Creditor Agent and the Second Lien Creditor Agent agree that any distribution or recovery First Lien CreditorAgent, or the other First Lien Claimholders, or Second Lien CreditorAgent, or the other Second Lien Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds of Collateral. Until the Payment in Full of First Lien Priority Debt occurs, the Second Lien Creditor Agent hereby appoints the First Lien CreditorAgent, and any officer or agent of the First Lien CreditorAgent, with full power of substitution, the attorney-in-fact of each Second Lien Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3)herein, if any assets, licenses, rights, or privileges of the Debtor any Grantor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtorsuch Grantor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (the “"Inalienable Interests”"), then the First Lien Creditor Agent and the Second Lien Creditor Agent, agree that any distribution or recovery First Lien CreditorAgent, or the other First Lien Claimholders, or Second Lien CreditorAgent, or the other Second Lien Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds of Collateral. Until the Payment in Full of First Lien Priority Debt occurs, the Second Lien Creditor Agent, hereby appoints the First Lien CreditorAgent, and any officer or agent of the First Lien CreditorAgent, with full power of substitution, the attorney-in-fact of each Second Lien Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.

Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3)herein, if any assets, licenses, rights, or privileges of the Debtor any Grantor are incapable of being the subject of a Lien in favor of a secured party (including because of restrictions under applicable law, the nature of the rights or interests of the Debtorsuch Grantor, or the absence of a consent to such Lien by a third party and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses, rights, or privileges (the “Inalienable Interests”), then the First Lien Creditor Agent and the Second Lien Creditor Agent, agree that any distribution or recovery First Lien CreditorAgent, or the other First Lien Claimholders, or Second Lien CreditorAgent, or the other Second Lien Claimholders, may receive with respect to, or that is allocable to, the value of any such Inalienable Interests, or any proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall be turned over and applied in accordance with Sections 4.1 and 4.2 as if such distribution or recovery were, or were on account of, Collateral or the proceeds of Collateral. Until the Payment in Full of First Lien Priority Debt occurs, the Second Lien Creditor Agent, hereby appoints the First Lien CreditorAgent, and any officer or agent of the First Lien CreditorAgent, with full power of substitution, the attorney-in-fact of each Second Lien Claimholder for the limited purpose of carrying out the provisions of this Section 4.4 and taking any action and executing any instrument that the First Lien Creditor Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.