Common use of PRIORITY OF LIENS; LIEN SUBORDINATION Clause in Contracts

PRIORITY OF LIENS; LIEN SUBORDINATION. 3.1 No Liens Prohibited by Credit Agreement; No Liens Securing Subordinated Indebtedness Prior to Springing Lien Trigger Event a. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Subsidiaries to, grant or permit, and (1) no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property prohibited by or in violation of the Credit Agreement, to secure or facilitate the payment or collection of any Subordinated Indebtedness, and (2) no Senior Lender shall accept or pursue any Liens on any asset or property to secure or facilitate the payment or collection of any Senior Indebtedness without the Senior Lenders permitting the Subordinated Indebtedness to be secured thereby, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. b. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Subsidiaries to, grant or permit, and no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property which would constitute Collateral, to secure or facilitate the payment or collection of any Subordinated Indebtedness, unless (i) it first has granted, or concurrently therewith grants, a senior, first-priority Lien on such asset or property to secure the Senior Indebtedness and (ii) such Liens are expressly authorized under a Support Agreement and the Credit Agreement upon the occurrence of a Springing Lien Trigger Event, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. c. To the extent that the provisions of Sections 3.1(a) and (b) are not complied with for any reason, without limiting any other right or remedy available to the Administrative Agent or the other Senior Lenders or any Subordinated Debt Party, as the case may be, (A) if it has not already done so, each applicable Obligor or other Credit Party, or related Subsidiary, shall immediately grant a senior, first-priority Lien on such asset or property to secure the Senior Indebtedness or a junior, second-priority Lien on such asset or property to secure the Subordinated Indebtedness (in all respects subject to the terms of this Agreement), or both, as the case may be, and (B) each Subordinated Debt Party: (i) agrees to subordinate all such Liens, if any, securing the Subordinated Indebtedness, whether now existing or hereafter arising (the “Impermissible Subordinated Debt Liens”) to all Liens securing any Senior Indebtedness, whether now existing or hereafter arising, regardless of the time, manner or order of perfection of any such Impermissible Subordinated Debt Liens, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens securing any Senior Indebtedness, the subordination of any Lien securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien securing any Senior Indebtedness; (ii) agrees to take no action to enforce any Impermissible Subordinated Debt Liens; (iii) agrees to execute such terminations, releases and other documents as Administrative Agent requests in its sole discretion to release the Impermissible Subordinated Debt Liens or to assign the Impermissible Subordinated Debt Liens to Administrative Agent, in Administrative Agent’s sole discretion, provided that contemporaneously therewith, the Senior Lenders, upon receiving a first-priority Lien on such asset or property to secure the Senior Indebtedness as required under clause (A) above, permit a junior, second-priority Lien on such asset or property to be granted to secure the Subordinated Indebtedness (in all respects subject to the terms of this Agreement), (iv) in furtherance of the foregoing, hereby irrevocably appoints Administrative Agent its attorney-in-fact, with full authority in the place and stead of each Subordinated Debt Party to execute and deliver any document or instrument which Subordinated Debt Party may be required to deliver pursuant to this Section 3.1; (v) agrees that no Subordinated Debt Party shall have any right to possession of any assets or property encumbered by or subject to the Impermissible Subordinated Debt Liens, whether by judicial action or otherwise; and (vi) agrees that, so long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is collateral, proceeds of collateral, or on account of collateral, whether under a Plan of Reorganization or otherwise, received by or distributed to any Subordinated Debt Party as a result of such Impermissible Subordinated Debt Lien shall be turned over to the Administrative Agent for application in payment of the Senior Indebtedness.

PRIORITY OF LIENS; LIEN SUBORDINATION. 3.1 No Liens Prohibited by Credit Agreement; No Liens Securing Subordinated Indebtedness Prior to Springing Lien Trigger Event a. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Subsidiaries to, grant or permit, and (1) no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property prohibited by or in violation of the Credit Agreement, to secure or facilitate the payment or collection of any Subordinated Indebtedness, and (2) no Senior Lender shall accept or pursue any Liens on any asset or property to secure or facilitate the payment or collection of any Senior Indebtedness without the Senior Lenders permitting the Subordinated Indebtedness to be secured thereby, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. b. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Subsidiaries to, grant or permit, and no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property which would constitute Collateral, to secure or facilitate the payment or collection of any Subordinated Indebtedness, unless (i) it first has granted, or concurrently therewith grants, a senior, first-priority Lien on such asset or property to secure the Senior Indebtedness which is senior in right, priority, operation, effect and all other respects to any and all Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness and pari passu with any and all Liens securing any Other Senior Indebtedness, and (ii) such Liens in favor of such Subordinated Debt Party are expressly authorized not prohibited under a Support Agreement and the Credit Agreement upon the occurrence of a Springing Lien Trigger EventAgreement, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. c. To the extent that the provisions of Sections 3.1(a) and (b) are not complied with for any reason, without limiting any other right or remedy available to the Administrative Agent or the other Senior Lenders or any Subordinated Debt Party, as the case may be, (A) if it has not already done so, each applicable Obligor or other Credit Party, or related Subsidiary, shall immediately grant a senior, first-priority Lien xxxxx x Xxxx on such asset or property to secure the Senior Indebtedness which is senior in right, priority, operation, effect and all other respects to any and all Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness and pari passu with any and all Liens securing any Other Senior Indebtedness, and a junior, second-priority Lien on such asset or property to secure the Subordinated Indebtedness (in all respects subject to the terms of this AgreementAgreement and any applicable Loan Document), or both, as the case may be, and (B) each Subordinated Debt Party: (i) agrees to subordinate all such Liens, if any, securing the Subordinated Indebtedness, whether now existing or hereafter arising (the “Impermissible Subordinated Debt Liens”) to all Liens securing any Senior Indebtedness, whether now existing or hereafter arising, regardless of the time, manner or order of perfection of any such Impermissible Subordinated Debt Liens, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens securing any Senior Indebtedness, the subordination of any Lien securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien securing any Senior Indebtedness; (ii) agrees to take no action to enforce any Impermissible Subordinated Debt Liens; (iii) agrees to execute such terminations, releases and other documents as Administrative Agent requests in its sole discretion to release the Impermissible Subordinated Debt Liens or to assign the Impermissible Subordinated Debt Liens to Administrative Agentfor the benefit of the Senior Lenders, in Administrative Agent’s sole discretion, provided that contemporaneously therewith, the Senior Lenders, upon receiving a first-priority Lien on such asset or property to secure the Senior Indebtedness as required under clause (A) above, permit a junior, second-priority Lien on such asset or property to be granted to secure the Subordinated Indebtedness (in all respects subject to the terms of this Agreement), (iv) in furtherance of the foregoing, hereby irrevocably appoints Administrative Agent its attorney-in-fact, with full authority (subject to any constraints thereon set forth in any Collateral Agreement) in the place and stead of each Subordinated Debt Party to execute and deliver any document or instrument which such Subordinated Debt Party may be required to deliver pursuant to this Section 3.1; (v) agrees that no Subordinated Debt Party shall have any right to possession of any assets or property encumbered by or subject to the Impermissible Subordinated Debt Liens, whether by judicial action or otherwise; and (vi) agrees that, so long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is collateral, proceeds of collateral, or on account of collateral, whether under a Plan of Reorganization or otherwise, received by or distributed to any Subordinated Debt Party as a result of such Impermissible Subordinated Debt Lien shall be turned over to the Administrative Agent (for application in payment of to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis.

PRIORITY OF LIENS; LIEN SUBORDINATION. 3.1 No Liens Prohibited by Credit Note Agreement; No Liens Securing Subordinated Indebtedness Prior to Springing Lien Trigger Event a. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Restricted Subsidiaries to, grant or permit, and (1) no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property prohibited by or in violation of the Credit Note Agreement, to secure or facilitate the payment or collection of any Subordinated Indebtedness, and (2) no Senior Lender shall accept or pursue any Liens on any asset or property to secure or facilitate the payment or collection of any Senior Indebtedness without the Senior Lenders permitting the Subordinated Indebtedness to be secured thereby, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. b. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Restricted Subsidiaries to, grant or permit, and no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property which would constitute Collateral, to secure or facilitate the payment or collection of any Subordinated Indebtedness, unless (i) it first has granted, or concurrently therewith grants, a senior, first-priority Lien on such asset or property to secure the Senior Indebtedness which is senior in right, priority, operation, effect and all other respects to any and all Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness and pari passu with any and all Liens securing any Other Senior Indebtedness, and (ii) such Liens in favor of such Subordinated Debt Party are expressly authorized not prohibited under a Support Agreement and the Credit Agreement upon the occurrence of a Springing Lien Trigger EventNote Agreement, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. c. To the extent that the provisions of Sections 3.1(a) and (b) are not complied with for any reason, without limiting any other right or remedy available to the Administrative Agent or the other Senior Lenders or any Subordinated Debt Party, as the case may be, (A) if it has not already done so, each applicable Obligor or other Credit PartyObligor, or related Restricted Subsidiary, shall immediately grant a senior, first-priority Lien xxxxx x Xxxx on such asset or property to secure the Senior Indebtedness which is senior in right, priority, operation, effect and all other respects to any and all Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness and pari passu with any and all Liens securing any Other Senior Indebtedness, and a junior, second-priority Lien on such asset or property to secure the Subordinated Indebtedness (in all respects subject to the terms of this AgreementAgreement and any applicable Financing Document), or both, as the case may be, and (B) each Subordinated Debt Party: (i) agrees to subordinate all such Liens, if any, securing the Subordinated Indebtedness, whether now existing or hereafter arising (the “Impermissible Subordinated Debt Liens”) to all Liens securing any Senior Indebtedness, whether now existing or hereafter arising, regardless of the time, manner or order of perfection of any such Impermissible Subordinated Debt Liens, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens securing any Senior Indebtedness, the subordination of any Lien securing any Senior Indebtedness to any Lien securing any other obligation of any Credit PartyObligor, or the avoidance, invalidation or lapse of any Lien securing any Senior Indebtedness; (ii) agrees to take no action to enforce any Impermissible Subordinated Debt Liens; (iii) agrees to execute such terminations, releases and other documents as Administrative Agent requests the Required Holders (or their representative) request in its their sole discretion to release the Impermissible Subordinated Debt Liens or to assign the Impermissible Subordinated Debt Liens to Administrative Agentthe Senior Lenders, in Administrative Agent’s the Required Holders’ sole discretion, provided that contemporaneously therewith, the Senior Lenders, upon receiving a first-priority Lien on such asset or property to secure the Senior Indebtedness as required under clause (A) above, permit a junior, second-priority Lien on such asset or property to be granted to secure the Subordinated Indebtedness (in all respects subject to the terms of this Agreement), (iv) in furtherance of the foregoing, hereby irrevocably appoints Administrative Agent each of the Senior Lenders (or its representative ) its attorney-in-fact, with full authority (subject to any constraints thereon set forth in any Collateral Agreement) in the place and stead of each Subordinated Debt Party to execute and deliver any document or instrument which such Subordinated Debt Party may be required to deliver pursuant to this Section 3.1; (v) agrees that no Subordinated Debt Party shall have any right to possession of any assets or property encumbered by or subject to the Impermissible Subordinated Debt Liens, whether by judicial action or otherwise; and (vi) agrees that, so long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is collateral, proceeds of collateral, or on account of collateral, whether under a Plan of Reorganization or otherwise, received by or distributed to any Subordinated Debt Party as a result of such Impermissible Subordinated Debt Lien shall be turned over to the Administrative Agent Senior Lenders (for application in payment of to the Senior Indebtedness) and the other Beneficiaries (for application to the applicable Other Senior Indebtedness), on a Pro Rata Basis.

PRIORITY OF LIENS; LIEN SUBORDINATION. 3.1 No Liens Prohibited by Credit Agreement; No Liens Securing Subordinated Indebtedness Prior to Springing Lien Trigger Event a. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Subsidiaries to, grant or permit, and (1) no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property prohibited by or in violation of the Credit Agreement, to secure or facilitate the payment or collection of any Subordinated Indebtedness, and (2) no Senior Lender shall accept or pursue any Liens on any asset or property to secure or facilitate the payment or collection of any Senior Indebtedness without the Senior Lenders permitting the Subordinated Indebtedness to be secured thereby, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. b. So long as the Discharge of Senior Indebtedness has not occurred, none of the Obligors or other Credit Parties shall, or shall permit any of its or their Subsidiaries to, grant or permit, and no Subordinated Debt Party shall accept or pursue, any Liens on any asset or property which would constitute Collateral, to secure or facilitate the payment or collection of any Subordinated Indebtedness, unless (i) it first has granted, or concurrently therewith grants, a senior, first-priority Lien on such asset or property to secure the Senior Indebtedness which is senior in right, priority, operation, effect and all other respects to any and all Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness and pari passu with any and all Liens securing any Other Senior Indebtedness, and (ii) such Liens in favor of such Subordinated Debt Party are expressly authorized not prohibited under a Support Agreement and the Credit Agreement upon the occurrence of a Springing Lien Trigger EventAgreement, with each such Lien to be subject to the provisions of this Agreement in all respects, including without limitation, the lien subordination and payment over provisions contained herein. c. To the extent that the provisions of Sections 3.1(a) and (b) are not complied with for any reason, without limiting any other right or remedy available to the Administrative Agent or the other Senior Lenders or any Subordinated Debt Party, as the case may be, (A) if it has not already done so, each applicable Obligor or other Credit Party, or related Subsidiary, shall immediately grant a senior, first-priority Lien xxxxx x Xxxx on such asset or property to secure the Senior Indebtedness which is senior in right, priority, operation, effect and all other respects to any and all Liens now or hereafter held by or for the benefit of any Subordinated Debt Party which now or hereafter secure Subordinated Indebtedness and pari passu with any and all Liens securing any Other Senior Indebtedness, and a junior, second-priority Lien on such asset or property to secure the Subordinated Indebtedness (in all respects subject to the terms of this AgreementAgreement and any applicable Loan Document), or both, as the case may be, and (B) each Subordinated Debt Party: (i) agrees to subordinate all such Liens, if any, securing the Subordinated Indebtedness, whether now existing or hereafter arising (the “Impermissible Subordinated Debt Liens”) to all Liens securing any Senior Indebtedness, whether now existing or hereafter arising, regardless of the time, manner or order of perfection of any such Impermissible Subordinated Debt Liens, and notwithstanding any failure of the Administrative Agent or the Senior Lenders to adequately perfect its or their Liens securing any Senior Indebtedness, the subordination of any Lien securing any Senior Indebtedness to any Lien securing any other obligation of any Credit Party, or the avoidance, invalidation or lapse of any Lien securing any Senior Indebtedness; (ii) agrees to take no action to enforce any Impermissible Subordinated Debt Liens; (iii) agrees to execute such terminations, releases and other documents as Administrative Agent requests in its sole discretion to release the Impermissible Subordinated Debt Liens or to assign the Impermissible Subordinated Debt Liens to Administrative Agent, in Administrative Agent’s sole discretion, provided that contemporaneously therewith, the Senior Lenders, upon receiving a first-priority Lien on such asset or property to secure the Senior Indebtedness as required under clause (A) above, permit a junior, second-priority Lien on such asset or property to be granted to secure the Subordinated Indebtedness (in all respects subject to the terms of this Agreement), (iv) in furtherance of the foregoing, hereby irrevocably appoints Administrative Agent its attorney-in-fact, with full authority in the place and stead of each Subordinated Debt Party to execute and deliver any document or instrument which Subordinated Debt Party may be required to deliver pursuant to this Section 3.1; (v) agrees that no Subordinated Debt Party shall have any right to possession of any assets or property encumbered by or subject to the Impermissible Subordinated Debt Liens, whether by judicial action or otherwise; and (vi) agrees that, so long as the Discharge of Senior Indebtedness has not occurred, any payment or distribution of any kind or character, whether in cash, debt securities, Equity Interests, obligations, or other property, and whether or not such payment or distribution is collateral, proceeds of collateral, or on account of collateral, whether under a Plan of Reorganization or otherwise, received by or distributed to any Subordinated Debt Party as a result of such Impermissible Subordinated Debt Lien shall be turned over to the Administrative Agent for application in payment of the Senior Indebtedness.;