Common use of New Liens Clause in Contracts

New Liens. Until the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Creditors, the Second Lien Trustee, on behalf of the Second Lien Creditors, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be subject to the terms of this Agreement.

New Liens. Until (a) So long as the Payment in Full of First Lien Termination DatePriority Debt has not occurred, the First Lien Trustee parties hereto agree that no Grantor shall: (i) grant or permit any additional Liens on behalf of the First Lien Creditors and any asset (other than the Second Lien Trustee on behalf DIP Priority Account or the proceeds of the term loans advanced under the Second Lien Creditors agree thatDIP Credit Agreement credited thereto (collectively, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor "Second Lien DIP Priority Account Collateral")) to secure any (i) Second Lien Obligation unless, subject Debt unless such Grantor gives First Lien Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent xxxxx x Xxxx on such asset to secure the First Lien Obligations or Debt concurrently with the grant of a Lien thereon in favor of Second Lien Agent; or (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to Debt unless such grant or concurrently therewith, a junior and subordinate Lien in respect of the Grantor gives Second Lien Obligations shall be granted Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to the Collateral Agent xxxxx x Xxxx on such asset to secure the Second Lien Obligations. If and to Debt concurrently with the extent that the Third Lien Creditors do not already have grant of a Lien on such asset covered thereon in the immediately preceding sentence, then a junior and subordinate favor of First Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. Agent. (b) 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 Agent or the other First Lien CreditorsClaimholders, the Second Lien Trustee, on behalf of the Second Lien Creditors, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to Section 4.2. To the terms extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Second Lien Agent or the other Second Lien Claimholders, First Lien 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 AgreementSection 2.3 shall be subject to Section 4.2.

New Liens. Until So long as the First Discharge of Senior Lien Termination DateObligations has not occurred, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors parties hereto agree that, regardless of whether : (a) no Grantor shall grant any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer assets or any other Obligor property to secure any (i) Second Junior Lien Obligation unlessunless such Grantor has granted a Lien on such asset or property to Senior Agent to secure the Senior Lien Obligations contemporaneously with or prior to the time of the grant of a Lien thereon in favor of Junior Agent, subject such Lien being a senior Lien in favor of the Senior Agent pursuant to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or hereof; (iib) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes provisions of this Agreement as if expressly included in the definition of such term. To the extent that the foregoing provisions clause (a) above are not complied with for any reason, without limiting any other rights and remedies available to Senior Agent or the First Lien Trustee and/or the First Lien CreditorsSenior Claimholders, the Second Lien TrusteeJunior Agent, on behalf of the Second Lien CreditorsJunior Claimholders, agrees that (i) if any Junior Claimholder shall acquire or hold any Lien on any assets of any Grantor securing any Junior Lien Obligation which assets are not also subject to the first-priority Lien of the Senior Agent under the Senior Loan Documents, then the Junior Agent (i) shall hold such Lien for the benefit of and as agent for the Senior Agent and the Senior Claimholders and (ii) upon demand by the Senior Agent, without the need for any further consent of any other Junior Claimholder, and notwithstanding anything to the contrary in any other Junior Lien Documents, shall, at the direction of Senior Agent, (x) release such Lien or (y) assign it to the Senior Agent as security for the Senior Lien Obligations (in which case the Junior Agent shall retain a junior lien on such assets subject to the terms hereof) and (ii) any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to Section 4.2; (c) notwithstanding any provision in this Agreement or any of the terms Junior Lien Documents to the contrary, (i) the obligors and grantors of this AgreementCollateral with respect to the Junior Lien Obligations shall be limited to the U.S. Grantors and shall specifically not at any time include any obligors or Grantors other than the U.S. Grantors; and (ii) neither the Junior Agent nor any Junior Claimholder shall at any time have or make any claim against, accept any payment from, or exercise any remedies of any kind against, any Grantors other than the U.S. Grantors.

New Liens. Until (a) So long as the First Lien Termination DateObligations Payment Date has not occurred, the parties hereto agree that (i) if the Second Lien Representative or any other Second Lien Secured Party or the Third Lien Representative or any other Third Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing its Class of Secured Obligations, which assets are not also subject to the First Priority Lien Trustee on behalf of the First Lien Creditors and Representative under the First Lien Documents, then the Second Lien Trustee Representative or the relevant Second Lien Secured Party or the Third Lien Representative or the relevant Third Lien Secured Party shall, without the need for any further consent of any other Second Lien Secured Party or Third Lien Secured Party, and notwithstanding anything to the contrary in any other Second Lien Document or Third Lien Document (A) be deemed to hold and have held such Lien for the benefit of the First Lien Representative as security for the First Lien Obligations and shall assign such Lien to the First Lien Representative as security for the First Lien Obligations (in which case the Second Lien Representative or Third Lien Representative, as the case may be, may retain a junior Lien on behalf such assets subject to the terms hereof) or (B) if so requested by the First Lien Representative, release such Lien, and (ii) if any First Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any First Lien Obligation which assets are not also subject to a Second Priority Lien or a Third Priority Lien, then the First Lien Representative (or the relevant First Lien Secured Party) shall, without the need for any further consent of any other First Lien Secured Party, and notwithstanding anything to the contrary in any other First Lien Document, be deemed to hold and have held junior Liens on such assets for the benefit of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of Representative as security for the Issuer or any other Obligor to secure any (i) Second Lien Obligation unlessObligations and the Third Lien Representative as security for the Third Lien Obligations, subject to the terms of this Agreement. Each Loan Party hereby consents to and confirms its grant of a Lien for the benefit of all Secured Parties on the terms set forth above. (b) So long as the Second Lien Obligations Payment Date has not occurred, immediately after giving effect to such grant the parties hereto agree that (i) if the Third Lien Representative or concurrently therewithany other Third Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing the Third Lien Obligations, a senior and prior Lien shall be granted which assets are not also subject to the Collateral Agent Second Priority Lien of the Second Lien Representative under the Second Lien Documents, then the Third Lien Representative or the relevant Third Lien Secured Party shall, without the need for any further consent of any other Third Lien Secured Party, and notwithstanding anything to the contrary in any other or Third Lien Document (A) be deemed to hold and have held such Lien for the benefit of the Second Lien Representative as security for the Second Lien Obligations and shall assign such Lien to the Second Lien Representative as security for the Second Lien Obligations (in which case the Third Lien Representative may retain a junior Lien on such asset assets subject to secure the First terms hereof) or (B) if so requested by the Second Lien Obligations or Representative, release such Lien, and (ii) First if any Second Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Lien Obligation unlesswhich assets are not also subject to a Third Priority Lien, then the Second Lien Representative (or the relevant Second Lien Secured Party) shall, without the need for any further consent of any other Second Lien Secured Party, and notwithstanding anything to the contrary in any other Second Lien Document, be deemed to hold and have held junior Liens on such assets for the benefit of the Third Lien Representative as security for the Third Lien Obligations, subject to the terms of this Agreement, immediately after giving effect . Each Loan Party hereby consents to such and confirms its grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien for the benefit of all Secured Parties on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Creditors, the Second Lien Trustee, on behalf of the Second Lien Creditors, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be subject to the terms of this Agreementset forth above.

New Liens. Until the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding Senior Secured Obligations shall have been commenced against any ObligorPaid in Full, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral each Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Creditors, the Second Lien Trusteeagrees, on behalf of the Second applicable Secured Parties, that neither Agent, on behalf of the applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien Creditorson any assets of any Grantor (or any Domestic Subsidiary thereof) which assets are not also subject to a Lien in favor of the other Agent on behalf of the applicable Secured Parties and (ii) each Grantor agrees not to grant any Lien on any of its assets, agrees that or permit any of its Domestic Subsidiaries to grant a Lien on any of its assets, in favor of any of either Agent, on behalf of the applicable Secured Parties unless it, or such Domestic Subsidiary, has granted a Lien on such assets in favor of the other Agent, on behalf of the applicable Secured Parties. If any Agent shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Domestic Subsidiaries to secure any Obligations, which assets are not also subject to a Lien in favor of the other Agent to secure the applicable Obligations, then the Agent acquiring such Lien shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien or (y) (1) also hold and be deemed to have held such Lien for the benefit of the other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received by or distributed in respect thereof subject to any distribution and turnover hereunder and (2) in the case of them pursuant the Junior Representative acquiring a Lien, assign such Lien to or as the Senior Representative to secure the Senior Secured Obligations (in which case the Junior Representative may retain a result of Liens granted in contravention of this Section 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be Junior Lien on such assets subject to the terms hereof). Notwithstanding the foregoing, the Collateral Agent may hold a Lien on assets of this Agreementany Canadian Subsidiary of the Company, which interests or assets are not also subject to a Lien in favor of the Noteholder Collateral Agent.

New Liens. Until So long as the Discharge of First Lien Termination DatePriority Obligations has not occurred, the and so long as no Insolvency Proceeding has been commenced by or against any Grantor, a Grantor will not grant and will use their best efforts to prevent any other Person from granting, a Lien on any property (a) in favor of a First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset Claimholder to secure the First Lien Obligations unless the Grantor or such other Person grants (iior offers to grant with a reasonable opportunity for the Lien to be accepted) First Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant Trustee simultaneously or concurrently therewith, substantially contemporaneously a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset property to secure the Second Lien Obligations (however, the refusal of Second Lien Trustee to accept such Lien will not prevent the First Lien Claimholder from taking the Lien), and (b) in favor of a Second Lien Claimholder to secure the Second Lien Obligations unless the Grantor or such other Person grants (or offers to grant with a reasonable opportunity for the Lien to be accepted) First Lien Agent simultaneously or substantially contemporaneously a senior Lien on such property to secure the First Lien Obligations (however, the refusal of First Lien Agent to accept such Lien will not prevent the Second Lien Claimholder from taking the Lien). (c) Subject to clauses (a) and (b) above, if a Second Lien Claimholder hereafter acquires a Lien on property to secure a Second Lien Obligation where the property is not also subject to a Lien securing the First Lien Obligations, then such Second Lien Claimholder will give First Lien Agent written notice of such Lien no later than five Business Days after acquiring such Lien. If and to the extent that the Third First Lien Creditors do not already have Agent also obtains a Lien on such asset covered in the immediately preceding sentenceproperty or if such Second Lien Claimholder fails to provide such timely notice to First Lien Agent, then a junior and subordinate Lien shall also such property will be granted deemed to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute be Collateral for all purposes hereunder. If the Second Lien Trustee or any Second Lien Claimholder shall acquire any Lien on any property of this Agreement as if expressly included in any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which property is not also subject to the definition Lien of such term. 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 Agent under the First Lien CreditorsCollateral Documents, then the Second Lien TrusteeTrustee (or the relevant Second Lien Claimholder), on behalf shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the Second First Lien CreditorsAgent as security for the First Lien Obligations, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be subject to the terms of this Agreement(y) release such Lien.

New Liens. Until So long as the Discharge of First Lien Termination DatePriority Obligations has not occurred, and subject to Section 6 following the First Lien Trustee on behalf commencement of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced by or against any ObligorGrantor, the parties hereto agree that no Grantor shall: (a) grant any additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unlessunless such Grantor gives First Lien Agent at least five (5) Business Days prior written notice thereof (or, subject if such Lien is granted upon the written request of any Second Lien Claimholder, such notice is provided to the terms of this Agreement, immediately First Lien Agent promptly after giving effect receiving such request and in any event prior to such grant or concurrently therewith, a senior Lien in fact being granted) and prior Lien shall be granted unless such notice also offers to the Collateral Agent xxxxx x Xxxx on such asset to secure the First Lien Obligations or concurrently with the grant of a Lien thereon in favor of Second Lien Agent; or (iib) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of any additional Liens on any asset (other than the Second Lien Carveout) to secure any First Lien Obligations shall be unless such Grantor gives Second Lien Agent at least five (5) Business Days prior written notice thereof (or, if such Lien is granted upon the written request of any First Lien Claimholder, such notice is provided to the Collateral Second Lien Agent promptly after receiving such request and in any event prior to such Lien in fact being granted) and unless such notice also offers to xxxxx x Xxxx on such asset to secure the Second Lien Obligations. If and to Obligations concurrently with the extent that the Third Lien Creditors do not already have grant of a Lien on such asset covered thereon in the immediately preceding sentence, then a junior and subordinate favor of First Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such termAgent. 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 Agent or First Lien CreditorsClaimholders, the Second Lien TrusteeAgent, on behalf of the Second Lien CreditorsClaimholders, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to the terms Section 4.2. If First Lien Agent or any First Lien Claimholder shall (nonetheless and in breach of this Agreement.Section 2.3) acquire any Lien on any assets of any Grantor (other than the Second Lien Carveout) securing any First Lien Obligations which assets are not also subject to the Lien of Second Lien Agent under the Second Lien Collateral Documents, then First Lien Agent (or the relevant First Lien Claimholder), shall, without the

New Liens. Until Subject to Sections 2.01(c), 2.01(d) and clause (ii) of the First Lien Termination Datefirst sentence of Section 2.07, the First Lien Trustee Borrower, on behalf of itself and the other Grantors agrees that, so long as the Discharge of First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree thatSecured Obligations has not occurred, regardless of whether it shall not (i) permit any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset or property of the Issuer or any other Obligor Grantor to be granted to secure any (i) Second Lien Obligation unlessSecured Obligation, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, unless a senior and prior Lien shall be has been granted to the Collateral Agent on such asset or property to secure the First Lien Obligations Secured Obligations, with each such Lien to be subject to the provisions of this Agreement, or (ii) First Lien Obligation unless, subject permit any additional Liens on any asset or property of any Grantor to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent secure any First Lien Secured Obligations unless a Lien has been granted on such asset to secure the Second Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement. If and any Second Lien Representative or any Second Lien Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Lien Secured Obligations that are not also subject to the extent that first-priority Liens securing all First Lien Secured Obligations under the Third First Lien Creditors do not already have Loan Documents, such Second Lien Representative or Second Lien Secured Party (i) shall notify the Designated First Lien Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such asset covered in assets or property to each First Lien Representative as security for the immediately preceding sentenceFirst Lien Secured Obligations, then shall assign such Lien to the Designated First Lien Representative as security for all First Lien Secured Obligations for the benefit of the First Lien Secured Parties (but may retain a junior and subordinate Lien shall also be granted on such assets or property subject to the Collateral Agent on terms hereof) and (ii) until such asset assignment or such grant of a similar Lien to secure each First Lien Representative, shall be deemed to hold and have held such Lien for the Third benefit of each First Lien Representative and the other First Lien Secured Parties as security for the First Lien Secured Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Representatives and/or the First Lien CreditorsSecured Parties, the Designated Second Lien TrusteeRepresentative, on behalf of the Second Lien CreditorsSecured 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.10 shall be subject to the terms of this AgreementSection 7.01.

New Liens. Until So long as the First Lien Termination DateObligations have not been Satisfied In Full, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors parties hereto agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, that no additional Liens shall be granted or permitted on any asset of the Issuer any Debtor or any other Obligor related to the MBAND Technology to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unlessObligations, subject which Lien, with respect to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second First Lien Obligations shall be senior and prior to any such Liens granted to secure any Second Lien Obligations; it being acknowledged that all such assets shall automatically be deemed to be “Boeing Collateral” for all purposes under this Agreement. For clarity, the Collateral Agent on such asset to secure First Lien Holder and the Second Lien Obligations. If and Holder agree that any Liens against assets of Debtor or any Obligor that may arise under the First Lien Documents or the Second Lien Documents shall be subject to the extent rights, priorities and other terms and provisions of this Agreement; provided, that the Third Lien Creditors do not already have a Lien on any and all such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted assets that are related to the Collateral Agent on such asset to secure MBAND Technology shall (i) constitute “Boeing Collateral” hereunder and (ii) not comprise any part of the Third “Second Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such termCollateral” hereunder. 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 CreditorsHolder, the Second Lien Trustee, on behalf of the Second Lien Creditors, Holder 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 3.10 shall be subject to the terms of this Agreement. So long as the provisions of this Section 3.10 are complied with, the First Lien Holder shall not object to any such additional Liens also being granted on any asset of any Debtor or any other Obligor to secure any Second Lien Obligation. The Second Lien Holder and the Debtors agree that, to the extent there is additional Collateral relating to the MBAND Technology or otherwise arising under Section 2.04 of the First Lien Holder Security Agreement, the Second Lien Holder and the Obligors shall cooperate to include such additional assets and property as Collateral subject to the First Xxxx Xxxxxx’x Liens with all the priorities and benefits set forth herein with respect to all other Collateral of the First Lien Holder. For purposes of clarity, the Debtors may grant additional Liens on any of their assets not related to the MBAND Technology, and the First Lien Holder agrees that it shall not assert that it has any Lien on such assets.

New Liens. Until Each Obligor agrees that, so long as the Discharge of First Lien Termination DateObligations has not occurred, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether it shall not (i) grant any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset or property of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant unless a Lien has been granted or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent will xxxxx x xxxx on such asset or property to secure the First Lien Obligations Obligations, with each such Lien to be subject to the provisions of this Agreement, or (ii) grant any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant Obligations unless a Lien has been granted or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent will xxxxx x xxxx on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. If and any Second Lien Representative or any Second Lien Secured Party shall hold or be granted any Lien on any assets or property of any Obligor securing any Second Lien Obligations that are not also subject to the extent that first-priority Liens securing all First Lien Obligations under the Third First Lien Creditors do not already have Debt Documents, such Second Lien Representative or Second Lien Secured Party (i) shall notify the Designated First Lien Representative promptly upon becoming aware thereof and, unless such Obligor shall promptly grant a similar Lien on such asset covered in assets or property to each First Lien Representative as security for the immediately preceding sentenceFirst Lien Obligations, then shall assign such Lien to the Designated First Lien Representative (or a First Lien Collateral Agent designated by it) as security for all First Lien Obligations for the benefit of the First Lien Secured Parties (but may retain a junior and subordinate Lien shall also be granted lien on such assets or property subject to the Collateral Agent on terms hereof) and (ii) until such asset assignment or such grant of a similar Lien to secure each First Lien Representative, shall be deemed to hold and have held such Lien for the Third benefit of each First Lien Representative and the other First Lien Secured Parties as security for the First Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Representatives and/or the other First Lien CreditorsSecured Parties, the each Second Lien TrusteeRepresentative and Second Lien Collateral Agent, on behalf of the Second Lien CreditorsSecured 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.9 shall be subject to the terms of this AgreementSection 7.1.

New Liens. Until So long as the Discharge of First Lien Termination DatePriority Obligations has not occurred, the and so long as no Insolvency Proceeding has been commenced by or against any Grantor, a Grantor will not grant and will use their best efforts to prevent any other Person from granting, a Lien on any property (a) in favor of a First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset Claimholder to secure the First Lien Obligations unless the Grantor or such other Person grants (iior offers to grant with a reasonable opportunity for the Lien to be accepted) First Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant Trustee simultaneously or concurrently therewith, substantially contemporaneously a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset property to secure the Second Lien Obligations (however, the refusal of Second Lien Trustee to accept such Lien will not prevent the First Lien Claimholder from taking the Lien), and (b) in favor of a Second Lien Claimholder to secure the Second Lien Obligations unless the Grantor or such other Person grants (or offers to grant with a reasonable opportunity for the Lien to be accepted) First Lien Agent simultaneously or substantially contemporaneously a senior Lien on such property to secure the First Lien Obligations (however, the refusal of First Lien Agent to accept such Lien will not prevent the Second Lien Claimholder from taking the Lien) (c) Subject to clauses (a) and (b) above, if a Second Lien Claimholder hereafter acquires a Lien on property to secure a Second Lien Obligation where the property is not also subject to a Lien securing the First Lien Obligations, then such Second Lien Claimholder will give First Lien Agent written notice of such Lien no later than five Business Days after acquiring such Lien. If and to the extent that the Third First Lien Creditors do not already have Agent also obtains a Lien on such asset covered in the immediately preceding sentenceproperty or if such Second Lien Claimholder fails to provide such timely notice to First Lien Agent, then a junior and subordinate Lien shall also such property will be granted deemed to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute be Collateral for all purposes hereunder. If the Second Lien Trustee or any Second Lien Claimholder shall acquire any Lien on any property of this Agreement as if expressly included in any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which property is not also subject to the definition Lien of such term. 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 Agent under the First Lien CreditorsCollateral Documents, then the Second Lien TrusteeTrustee (or the relevant Second Lien Claimholder), on behalf 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) hold and be deemed to have held such Lien and security interest for the benefit of the Second First Lien CreditorsAgent as security for the First Lien Obligations, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be subject to the terms of this Agreement(y) release such Lien.

New Liens. Until (a) Each Collateral Agent and Grantor agrees that prior to the First Lien Termination Obligations Payment Date, the (i) if any First Lien Trustee Secured Party shall acquire or hold any Lien on behalf any assets of the any Grantor securing any First Lien Creditors and Obligations which assets are not also subject to the Second second priority Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of Secured Parties under the Second Lien Obligations shall be granted to Security Documents or the Collateral Agent on such asset to secure the Second third priority Lien Obligations. If and to the extent that of the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure Secured Parties under the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. To the extent that the foregoing provisions are not complied with for any reasonSecurity Documents, then, without limiting any other rights and remedies available to the First Second Lien Trustee and/or Collateral Agent, the other Second Lien Secured Parties, the Third Lien Collateral Agent or the other Third Lien Secured Parties, the First Lien Creditors, the Second Lien TrusteeCollateral Agent, on behalf of itself and the First Lien Secured Parties, agrees that (x) the First Lien Collateral Agent shall hold such Lien (A) for the benefit of the Second Lien Creditors, agrees that Secured Parties until the Second Lien Secured Parties acquire a Lien on such assets securing the Second Lien Obligations and (B) for the benefit of the Third Lien Secured Parties until the Third Lien Secured Parties acquire a Lien on such assets securing the Third Lien Obligations and (y) any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted in contravention of this Section 2.7 shall be applied pursuant to Section 7.02, (ii) if any Second Lien Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any Second Lien Obligation or which assets are not also subject to the first priority Lien of the First Lien Secured Parties under the First Lien Security Documents or the third priority Lien of the Third Lien Secured Parties under the Third Lien Security Documents, then, without limiting any other rights and remedies available to the First Lien Collateral Agent or the other First Lien Secured Parties or the Third Lien Collateral Agent or the other Third Lien Secured Parties, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that (x) the Second Lien Collateral Agent shall hold such Lien (A) for the benefit of the First Lien Secured Parties until the First Lien Secured Parties acquire a Lien on such assets securing the First Lien Obligations and (B) for the benefit of the Third Lien Secured Parties until the Third Lien Secured Parties acquire a Lien on such assets securing the Third Lien Obligations and (y) any amounts received by or distributed in accordance with Section 2.4 and in all other respects to any of them pursuant to or as a result of Liens so granted shall be subject to Section 7.01 and applied pursuant to Section 7.02 or (iii) if any Third Lien Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any Third Lien Obligation or which assets are not also subject to the terms first priority Lien of this Agreementthe First Lien Secured Parties under the First Lien Security Documents or the second priority Lien of the Second Lien Secured Parties under the Second Lien Security Documents, then, without limiting any other rights and remedies available to the First Lien Collateral Agent or the other First Lien Secured Parties or the Second Lien Collateral Agent or the other Second Lien Secured Parties, the Third Lien Collateral Agent, on behalf of itself and the other Third Lien Secured Parties, agrees that (x) the Third Lien Collateral Agent shall hold such Lien (A) for the benefit of the First Lien Secured Parties until the First Lien Secured Parties acquire a Lien on such assets securing the First Lien Obligations and (B) for the benefit of the Second Lien Secured Parties until the Second Lien Secured Parties acquire a Lien on such assets securing the Second Lien Obligations and (y) any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to Section 7.01 and applied pursuant to Section 7.02. LEGAL_US_E # 147945921.11 (b) Each Collateral Agent and Grantor agrees that after the First Lien Obligations Payment Date and prior to the Second Lien Obligations Payment Date, (i) if any Second Lien Secured Party 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 third priority Lien of the Third Lien Secured Parties under the Third Lien Security Documents, then, without limiting any other rights and remedies available to the Third Lien Collateral Agent or the other Third Lien Secured Parties, the Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that (x) the Second Lien Collateral Agent shall hold such Lien for the benefit of the Third Lien Secured Parties until the Third Lien Secured Parties acquire a Lien on such assets securing the Third Lien Obligations and (y) any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be applied pursuant to Section 7.02 or (ii) if any Third Lien Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any Third Lien Obligations or which assets are not also subject to the second priority Lien of the Second Lien Secured Parties under the Second Lien Security Documents, then, without limiting any other rights and remedies available to the Second Lien Collateral Agent or the other Second Lien Secured Parties, the Third Lien Collateral Agent, on behalf of itself and the other Third Lien Secured Parties, agrees that (x) the Third Lien Collateral Agent shall hold such Lien for the benefit of the Second Lien Secured Parties until the Second Lien Secured Parties acquire a Lien on such assets securing the Second Lien Obligations and (y) any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to Section 7.01 and applied pursuant to Section 7.02.

New Liens. Until the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding Senior Secured Obligations shall have been commenced against any ObligorPaid in Full, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral each Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Creditors, the Second Lien Trusteeagrees, on behalf of the Second applicable Secured Parties, that neither Agent, on behalf of the applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien Creditorson any assets of any Grantor (or any Domestic Subsidiary thereof) which assets are not also subject to a Lien in favor of the other Agent on behalf of the applicable Secured Parties and (ii) each Grantor agrees not to grant any Lien on any of its assets, agrees that or permit any of its Domestic Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of any of either Agent, on behalf of the applicable Secured Parties unless it, or such Domestic Subsidiary, has granted a Lien on such assets in favor of the other Agent, on behalf of the applicable Secured Parties. If any Agent shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of its Domestic Subsidiaries to secure any Obligations, which assets are not also subject to a Lien in favor of the other Agent to secure the applicable Obligations, then the Agent acquiring such Lien shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien or (y) (1) also hold and be deemed to have held such Lien for the benefit of the other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received by or distributed in respect thereof subject to any distribution and turnover hereunder and (2) in the case of them pursuant the Junior Representative acquiring a Lien, assign such Lien to or as the Senior Representative to secure the Senior Secured Obligations (in which case the Junior Representative may retain a result of Liens granted in contravention of this Section 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be Junior Lien on such assets subject to the terms hereof). Notwithstanding the foregoing, the Collateral Agent may hold a Lien on assets of this Agreementany Canadian Subsidiary of the Company, which interests or assets are not also subject to a Lien in favor of the Noteholder Collateral Agent.

New Liens. Until Subject to the First Lien Termination Date, other terms of this Agreement in all respects, (a) the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors parties hereto agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, that no additional Liens shall be granted or permitted on any asset of the Issuer Borrower or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Agents and/or the First Lien Creditors, the Second Lien TrusteeAgent, on behalf of the Second Lien Creditors, 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 2.7 2.10 shall be subject to the terms of this Agreement; and (b) the parties hereto agree that no additional Liens shall be granted or permitted on any asset of the Borrower or any other Obligor to secure any First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien shall be granted on such asset to secure the Second Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Second Lien Agent and/or the Second Lien Creditors, the First Lien Agents, on behalf of the First Lien Creditors, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in accordance with contravention of this Section 2.4 and in all other respects 2.10 shall be subject to the terms of this Agreement.

New Liens. Until During the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms term of this Agreement, immediately after giving effect whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree, subject to such Section 6, that no Grantor shall: (a) grant or concurrently therewithsuffer to exist any Liens on any asset to secure any Term Loan Obligation unless such Grantor also offers to grant and, at the option of Revolving Agent, grants a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Revolving Obligations concurrently with the grant of a Lien Obligations or thereon in favor of Term Loan Agent in accordance with the priorities set forth in this Agreement and the Revolving Collateral Documents and the Term Loan Collateral Documents; or (iib) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewithsuffer to exist any Liens on any asset to secure any Revolving Obligations unless such Grantor also offers to grant and, at the option of Term Loan Agent, grants a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to Term Loan Obligations concurrently with the extent that the Third Lien Creditors do not already have grant of a Lien on such asset covered thereon in favor of Revolving Agent in accordance with the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of priorities set forth in this Agreement as if expressly included in and the definition of such termRevolving Collateral Documents and the Term Loan Collateral Documents. To the extent that the foregoing provisions are not complied with for any reason, (A) without limiting any other rights and remedies available to the First Lien Trustee and/or the First Lien CreditorsRevolving Agent or Revolving Claimholders, the Second Lien TrusteeTerm Loan Agent, on behalf of the Second Lien CreditorsTerm Loan Claimholders, agrees that (i) any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to Section 4.2, and (ii) without the need for any further consent of any other Term Loan Agent or Term Loan Claimholder or any Grantor and notwithstanding anything to the contrary in any Term Loan Document, Term Loan Agent shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of Revolving Agent as security for the Revolving Obligations (subject to the Lien priorities and other terms hereof) and shall promptly notify Revolving Agent in writing of the existence of such Lien upon becoming aware thereof and (B) without limiting any other rights and remedies available to Term Loan Agent or Term Loan Claimholders, Revolving Agent, on behalf of the Revolving Claimholders, agrees that (i) any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this AgreementSection 2.3 shall be subject to Section 4.2 and (ii) without the need for any further consent of any other Revolving Agent or Revolving Claimholder or any Grantor and notwithstanding anything to the contrary in any Revolving Document, Revolving Agent shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of Term Loan Agent as security for the Term Loan Obligations (subject to the Lien priorities and other terms hereof) and shall promptly notify Term Loan Agent in writing of the existence of such Lien upon becoming aware thereof.

New Liens. Until (a) So long as the Payment in Full of First Lien Termination DatePriority Debt has not occurred, and so long as no Insolvency Proceeding has been commenced by or against any Grantor, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors parties hereto agree that, regardless of whether that no Grantor shall: (i) grant or permit any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer (other than any escrow accounts, amount or financial assets credited thereto, or any other Obligor assets constituting “Escrow Collateral”, in each case, under the Escrow Agreement (collectively, the “Second Lien Escrow Collateral”) to secure any (i) Second Lien Obligation unless, subject Debt unless such Grantor gives First Lien Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent xxxxx x Xxxx on such asset to secure the First Lien Obligations or Debt concurrently with the grant of a Lien thereon in favor of Second Lien Agent; or (ii) grant or permit any additional Liens on any asset (other than any Second Lien Excluded Equity Interests) to secure any First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to Debt unless such grant or concurrently therewith, a junior and subordinate Lien in respect of the Grantor gives Second Lien Obligations shall be granted Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to the Collateral Agent xxxxx x Xxxx on such asset to secure the Second Lien Obligations. If and to Debt concurrently with the extent that the Third Lien Creditors do not already have grant of a Lien on such asset covered thereon in the immediately preceding sentence, then a junior and subordinate favor of First Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. Agent. (b) 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 Agent or the other First Lien CreditorsClaimholders, the Second Lien Trustee, on behalf of the Second Lien Creditors, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to Section 4.2. To the terms extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Second Lien Agent or the other Second Lien Claimholders, First Lien 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 AgreementSection 2.3 shall be subject to Section 4.2.

New Liens. Until So long as the First Discharge of Senior Lien Termination DateObligations has not occurred, and so long as no Insolvency Proceeding has been commenced by or against any Grantor, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors parties hereto agree that, regardless of whether that no Grantor shall: (a) grant any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor (that does not otherwise constitute Senior Collateral) to secure any Junior Lien Obligation unless such Grantor (i) Second Lien Obligation unless, subject offers to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted to the Collateral Agent xxxxx x Xxxx on such asset to each of the Senior Agents to secure the First Senior Lien Obligations or and (ii) First Lien Obligation unless, subject uses its commercially reasonable efforts to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent xxxxx x Xxxx on such asset to each Senior Agent to secure the Second Senior Lien Obligations. If and Obligations prior to the extent that time of the Third Lien Creditors do not already have grant of a Lien thereon in favor of Junior Agent; or (b) grant any additional Liens on any asset (that does not otherwise constitute Junior Collateral) to secure any Senior Lien Obligations unless such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted Grantor (i) offers to the Collateral Agent xxxxx x Xxxx on such asset to the Junior Agent to secure the Third Junior Lien Obligations and (ii) uses its commercially reasonable efforts to xxxxx x Xxxx on such asset to the Junior Agent to secure the Junior Lien Obligations immediately following the time of the grant of Liens thereon in favor of each Senior Agent; provided that the foregoing shall not apply to Collateral that is specifically excluded from the Junior Collateral Documents with respect to such Junior Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to each Senior Agent or the First Lien Trustee and/or the First Lien CreditorsSenior Claimholders, the Second Lien TrusteeJunior Agent, on behalf of the Second Lien CreditorsJunior 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to the terms of this AgreementSection 4.2.

New Liens. Until the First Lien Termination DateSenior Secured Obligations shall have been Paid in Full, the First Lien Trustee (i) each Agent agrees, on behalf of the First Lien Creditors and the Second Lien Trustee applicable Secured Parties, that no Agent, on behalf of the Second applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset assets of any Grantor which with respect to which such Agent has actual knowledge that such assets are not also subject to a Lien in favor of each other Agent on behalf of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior applicable Secured Parties and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First each Grantor agrees not to grant any Lien Obligation unlesson any of its assets in favor of any Agent, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect on behalf of the Second applicable Secured Parties, unless it has granted a Lien Obligations shall be granted to the Collateral Agent on such asset to secure assets in favor of each other Agent, on behalf of the Second Lien Obligations. If and applicable Secured Parties (in either case, except to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset assets subject to such additional Liens shall constitute are not required to be pledged as Collateral for all purposes of this Agreement as if expressly included the respective Obligations to the extent provided in the definition of such term. To the extent that the foregoing provisions are not complied with for any reasonABL Documents, without limiting any other rights and remedies available to the First Lien Trustee and/or the First Lien CreditorsDocuments, the Second Lien TrusteeDocuments or the Subordinated Lien Documents, as the case may be). If any Agent shall (nonetheless and in breach hereof) acquire any Lien on behalf any assets of any Grantor to secure any Obligations, which assets are not also subject to a Lien in favor of each other Agent to secure the Second applicable Obligations, then the Agent acquiring such Lien Creditorsshall, agrees that without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien or (y) (1) also hold and be deemed to have held such Lien for the benefit of each other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received by or distributed in respect thereof subject to any distribution and turnover hereunder and (2) in the case of them pursuant the Junior Representative acquiring a Lien, assign such Lien to or as the Senior Representative to secure the Senior Secured Obligations (in which case the Junior Representative may retain a result of Liens granted in contravention of this Section 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be Junior Lien on such assets subject to the terms of this Agreementhereof).

New Liens. Until During the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) Second Lien Obligation unless, subject to the terms term of this Agreement, immediately after giving effect whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree, subject to such Section 6, that no Grantor shall: (a) grant or concurrently therewithsuffer to exist any additional Liens on any asset to secure any Notes Obligation unless such Grantor also offers to grant, and, at the option of the Revolving Agent, grants a senior and prior Lien shall be granted to the Collateral Agent on such asset to secure the First Revolving Obligations concurrently with the grant of a Lien Obligations or (ii) First Lien Obligation unless, subject to thereon in favor of Notes Collateral Agent in accordance with the terms of priorities set forth in this Agreement, immediately after giving effect to such ; or (b) grant or concurrently therewithsuffer to exist any additional Liens on any asset to secure any Revolving Obligations unless such Grantor grants, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Notes Obligations concurrently with the grant of a Lien Obligations. If and thereon in favor of Revolving Agent in accordance with the priorities set forth in this Agreement; provided, that with respect to the extent that Notes Obligations, the Third Lien Creditors do foregoing restriction shall not already have a Lien on such asset covered in apply to Pledged Collateral or securities which are specifically excluded from the immediately preceding sentence, then a junior and subordinate Lien shall also be granted Notes Collateral pursuant to the terms of the Notes Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such termDocuments. 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 CreditorsRevolving Agent or Revolving Claimholders, the Second Lien TrusteeNotes Collateral Agent, on behalf of the Second Lien CreditorsNotes 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects 2.3 shall be subject to Section 4.2, and without limiting any other rights and remedies available to Notes Collateral Agent or Notes Claimholders, Revolving Agent, on behalf of the terms Revolving Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this AgreementSection 2.3 shall be subject to Section 4.2.