Common use of Additional Liens Clause in Contracts

Additional Liens. The NGC Parties all expressly agree that they must comply with all of the following provisions before it may grant an effective second or other lien on the Collateral: 1. Any second or other lien given on the Collateral must be made expressly subordinate to R▇▇▇▇▇’ lien. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second or other lienholder properly notifies the second and/or other lienholder of the existence of R▇▇▇▇▇’ first lien and that the second and any other lienholder clearly acknowledges R▇▇▇▇▇’ existence and status as first lienholder on all of the Collateral and that the subsequent lienholder’s debt and security interest is fully and completely subordinated to R▇▇▇▇▇. 2. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second and any other lienholder clearly instructs the second and any other lienholder that it may not even attempt to collect or execute on the Collateral without first ensuring that the entire first lien balance is paid in full and all loan or credit transactions between NGC and R▇▇▇▇▇ are completely terminated and are no longer in effect. The second and any other lienholder must be required to give notice of any default related to the subordinated lien to NGC and R▇▇▇▇▇ concurrently before the second or any other lienholder may exercise any collection efforts against the Collateral. 3. NGC shall defend, at its own expense, against any claims by any lienholders other than R▇▇▇▇▇ against the Collateral. 4. NGC shall keep R▇▇▇▇▇’ counsel informed of the status of any second and any other lien granted by any of the NGC Parties and of any default or alleged default by any of the NGC Parties on the transaction secured in whole or in part by the second and/or other lien, and shall reimburse R▇▇▇▇▇ for any and all actual attorney’s fees, court costs, and expenses incurred by R▇▇▇▇▇ that R▇▇▇▇▇ or her counsel deemed necessary to protect the Collateral within thirty days after the submission of an invoice for the fees or expenses to NGC by R▇▇▇▇▇’ counsel. 5. The NGC Parties shall provide R▇▇▇▇▇’ counsel with fully-executed copies of all documents related to any transaction giving any third party a second or other lien on any or all of the Collateral within three business days of the last signature date on the transaction or the date the transaction is funded, whichever is earlier.

Additional Liens. The All references in this Section to ANGC@ expressly include BHG, and BHG may not grant a second or any other lien on any of the Collateral without complying with the provisions of this Section. Before NGC Parties may place a second or any other lien on any or all expressly agree of the Collateral in favor of anyone other than *, NGC must give Lender, through her counsel (*) and her financial advisor (*), formal written notice of the name of the proposed second or other lienholder (if known) and of the specific terms and conditions of the proposed loan transaction for which the second or other lien would be granted (including but not limited to the closing date, interest rate, principal amount, and maturity date), and Lender shall have seven business days from the date on which the notice is received by her to notify NGC of her desire to make the loan herself. NGC agrees to promptly provide Lender, through her counsel (*) and her financial advisor (*), with any documentation she requests related to the proposed transaction with the third party in order to assist her in making her decision. If Lender does not respond within seven business days, Lender shall be presumed to have declined to make the loan herself. NGC shall give Lender, through her counsel (*) and her financial advisor (*), informal notice of its intent or desire to obtain additional financing and grant a second or other lien on the Collateral as far in advance as is practicable, which is presumed to be approximately thirty days before the contemplated closing date of the transaction. NGC is not required to resubmit to Lender any financing resulting in a second or other lien if the closing date, interest rate, principal amount, and/or maturity date on the final loan transaction are equal or less favorable to Lender than the original terms proposed by NGC. In the event NGC complies with this notice provision and is allowed to grant a second or other lien on the Collateral, NGC agrees that they it must comply with all of the following provisions before it may grant an effective second or other lien on the Collateral: 1. Any second or other lien given on the Collateral must be made expressly subordinate to R▇▇▇▇▇’ Lender=s lien. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second or other lienholder properly notifies the second and/or other lienholder of the existence of R▇▇▇▇▇’ Lender=s first lien and that the second and any other lienholder clearly acknowledges R▇▇▇▇▇’ Lender=s existence and status as first lienholder on all of the Collateral and that the subsequent lienholder’s =s debt and security interest is fully and completely subordinated to R▇▇▇▇▇Lender. 2. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second and any other lienholder clearly instructs the second and any other lienholder that it may not even attempt to collect or execute on the Collateral without first ensuring that the entire first lien balance is paid in full and all loan or credit transactions between NGC and R▇▇▇▇▇ Lender are completely terminated and are no longer in effect. The second and any other lienholder must be required to give notice of any default related to the subordinated lien by NGC to NGC and R▇▇▇▇▇ Lender concurrently before the second or any other lienholder may exercise any collection efforts against the Collateral. 3. NGC shall defend, at its own expense, against any claims by any lienholders other than R▇▇▇▇▇ Lender against the Collateral. 4. NGC shall keep R▇▇▇▇▇’ Lender=s counsel informed of the status of any second and any other lien granted by any of the NGC Parties and of any default or alleged default by any of the NGC Parties on the transaction secured in whole or in part by the second and/or other lien, and shall reimburse R▇▇▇▇▇ Lender for any and all actual attorney’s =s fees, court costs, and expenses incurred by R▇▇▇▇▇ Lender that R▇▇▇▇▇ Lender or her counsel deemed necessary to protect the Collateral within thirty days after the submission of an invoice for the fees or expenses to NGC by R▇▇▇▇▇’ Lender=s counsel. 5. The NGC Parties shall provide R▇▇▇▇▇’ Lender=s counsel with fully-executed copies of all documents related to any transaction giving any third party a second or other lien on any or all of the Collateral within three business days of the last signature date on the transaction or the date the transaction is funded, whichever is earlier. 6. NGC has provided to Lender=s counsel copies of the fully-executed documents related to the transaction giving * a second lien and shall require him and his counsel to provide counsel for Lender (as set forth below) with copies of any and all notices, including but not limited to notice of default, that arise from or relate to any of his agreements with NGC that relate in any way to the second lien. NGC warrants and agrees that is has ensured that * agreement expressly and clearly states that his lien on the Collateral is subordinate to Lender=s lien and Security Interest.

Additional Liens. The NGC Parties 3.20.1. Mortgagor covenants and agrees not to create or permit to be created or filed against the Mortgaged Property, without the prior written consent of Mortgagee to all material terms and provisions (which consent may be given or withheld in Mortgagee's sole and absolute discretion), any other mortgage lien, deed of trust, security interest, or other lien or liens superior or inferior to the lien and legal operation and effect of this Mortgage. Mortgagor covenants and agrees to keep and maintain the Mortgaged Property free from the claims of all persons supplying labor or materials used in the construction of any Improvements now being erected or that hereafter may be erected on the Land, notwithstanding who contracted for such labor or materials, and, if any liens in respect of any such labor or materials are filed against the Mortgaged Property, Mortgagor shall cause the same to be released completely of record (either by payment and discharge or by the posting of substitute collateral therefor in accordance with applicable laws) within fifteen (15) days of the filing thereof. 3.20.2. Mortgagor covenants and agrees that except as expressly agree consented to in writing by Mortgagor, all Fixtures and Personalty that they must comply are now or at any time hereafter installed in, affixed to, placed upon, or used in connection with the Mortgaged Property (but excluding all such property which is owned by occupancy tenants of Mortgagor and installed for the purpose of their tenancy if such occupancy tenant has the right to remove the same at or before the expiration of the term of the applicable Lease) shall be owned by Mortgagor and shall not be the subject matter of any lease or other transaction whereby the ownership or any security or beneficial interest in any of such property shall be held by any person or entity other than Mortgagor. 3.20.3. In the event that any lien or security interest is created with or without the written approval of Mortgagee at any time prior to or during the existence of this Mortgage covering any of the Fixtures or Personalty, Mortgagor agrees that the following provisions of this Section 3.20.3 shall apply: 3.20.3.1. Mortgagee may, at its option, at any time after default in any security agreement or at any time after the attachment of any unpermitted lien pay the balance due under such security agreement or lien. Any declaration of default made by the holder of such security interest shall conclusively establish such default and the amount of the indebtedness due such holder, and Mortgagee may rely exclusively thereon in exercising any rights and remedies provided in this Mortgage or by law. 3.20.3.2. Mortgagee shall have the privilege of acquiring by assignment from the holder of such security interest all of the following provisions before it may grant an effective second or other lien on holder's rights with respect to the Collateral: 1. Any second or other lien given on collateral that is the Collateral must be made expressly subordinate to R▇▇▇▇▇’ lien. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second or other lienholder properly notifies the second and/or other lienholder subject matter of the existence of R▇▇▇▇▇’ first lien and that the second security interest and any other lienholder clearly acknowledges R▇▇▇▇▇’ existence and status as first lienholder on collateral held by the secured party, including, but not limited to, all of the Collateral and that the subsequent lienholder’s debt and security interest is fully and completely subordinated to R▇▇▇▇▇. 2. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second contract rights, accounts receivable, chattel papers, negotiable or non-negotiable instruments, and any other lienholder clearly instructs evidence of Mortgagor's indebtedness under the second and any other lienholder that it may not even attempt to collect or execute on the Collateral without first ensuring that the entire first lien balance is paid in full and all loan or credit transactions between NGC and R▇▇▇▇▇ are completely terminated and are no longer in effect. The second and any other lienholder must be required to give notice of any default related to the subordinated lien to NGC and R▇▇▇▇▇ concurrently before the second or any other lienholder may exercise any collection efforts against the Collateralsecurity agreement. 3. NGC shall defend, at its own expense, against any claims by any lienholders other than R▇▇▇▇▇ against the Collateral. 4. NGC shall keep R▇▇▇▇▇’ counsel informed of the status of any second and any other lien granted by any of the NGC Parties and of any default or alleged default by any of the NGC Parties on the transaction secured in whole or in part by the second and/or other lien, and shall reimburse R▇▇▇▇▇ for any and all actual attorney’s fees, court costs, and expenses incurred by R▇▇▇▇▇ that R▇▇▇▇▇ or her counsel deemed necessary to protect the Collateral within thirty days after the submission of an invoice for the fees or expenses to NGC by R▇▇▇▇▇’ counsel. 5. The NGC Parties shall provide R▇▇▇▇▇’ counsel with fully-executed copies of all documents related to any transaction giving any third party a second or other lien on any or all of the Collateral within three business days of the last signature date on the transaction or the date the transaction is funded, whichever is earlier.

Additional Liens. The All references in this Section to "NGC" expressly ----------------- include BHG, and BHG may not grant a second or any other lien on any of the Collateral without complying with the provisions of this Section. Before NGC Parties may place a second or any other lien on any or all expressly agree of the Collateral in favor of anyone other than [*], NGC must give Lender formal written notice of the name of the proposed second or other lienholder (if known) and of the specific terms and conditions of the proposed loan transaction for which the second or other lien would be granted (including but not limited to the closing date, interest rate, principal amount, and maturity date), and Lender shall have seven business days from the date on which the notice is received by her to notify NGC of her desire to make the loan. NGC agrees to promptly provide Lender with any documentation she requests related to the proposed transaction with the third party in order to assist her in making her decision. If Lender does not respond within seven business days, Lender shall be presumed to have declined to make the loan. NGC shall give Lender informal notice of its intent or desire to obtain additional financing and grant a second or other lien on the Collateral as far in advance as is practicable, which is presumed to be approximately thirty days before the contemplated closing date of the transaction. NGC is not required to resubmit to Lender any financing resulting in a second or other lien if the closing date, interest rate, principal amount, and/or maturity date on the final loan transaction are equal or less favorable to Lender than the original terms proposed by NGC. In the event NGC complies with this notice provision and is allowed to grant a second or other lien on the Collateral, NGC agrees that they it must comply with all of the following provisions before it may grant an effective second or other lien on the Collateral: 1. Any second or other lien given on the Collateral must be made ---- expressly subordinate to R▇▇▇▇▇’ Lender's lien. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second or other lienholder properly notifies the second and/or other lienholder of the existence of R▇▇▇▇▇’ Lender's first lien and that the second and any other lienholder clearly acknowledges R▇▇▇▇▇’ Lender's existence and status as first lienholder on all of the Collateral and that the subsequent lienholder’s 's debt and security interest is fully and completely subordinated to R▇▇▇▇▇Lender. 2. The NGC Party granting the lien shall ensure that the paperwork documenting the transaction with the second and any other lienholder clearly instructs the second and any other lienholder that it may not even attempt to collect or execute on the Collateral without first ensuring that the entire first lien balance is paid in full and all loan or credit transactions between NGC and R▇▇▇▇▇ Lender are completely terminated and are no longer in effect. The second and any other lienholder must be required to give notice of any default related to the subordinated lien by NGC to NGC and R▇▇▇▇▇ Lender concurrently before the second or any other lienholder may exercise any collection efforts against the Collateral. 3. NGC shall defend, at its own expense, against any claims by any lienholders other than R▇▇▇▇▇ Lender against the Collateral. 4. NGC shall keep R▇▇▇▇▇’ Lender's counsel informed of the status of any second and any other lien granted by any of the NGC Parties and of any default or alleged default by any of the NGC Parties on the transaction secured in whole or in part by the second and/or other lien, and shall reimburse R▇▇▇▇▇ Lender for any and all actual attorney’s 's fees, court costs, and expenses incurred by R▇▇▇▇▇ Lender that R▇▇▇▇▇ Lender or her counsel deemed necessary to protect the Collateral within thirty days after the submission of an invoice for the fees or expenses to NGC by R▇▇▇▇▇’ Lender's counsel. 5. The NGC Parties shall provide R▇▇▇▇▇’ Lender's counsel with fully-executed copies of all documents related to any transaction giving any third party a second or other lien on any or all of the Collateral within three business days of the last signature date on the transaction or the date the transaction is funded, whichever is earlier. 6. NGC shall provide to Lender's counsel on or before June 28, 2004, copies of the fully-executed documents related to the transaction giving [*] a second lien and shall require him and his counsel to provide counsel for Lender (as set forth below) with copies of any and all notices, including but not limited to notice of default, that arise from or relate to any of his agreements with NGC that relate in any way to the second lien. NGC shall ensure that [*] agreement expressly and clearly states that his lien on the Collateral is subordinate to Lender's lien and security interest.