Common use of No New Liens Clause in Contracts

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or the other First-Out Secured Parties, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The Subject to Section 2.6 and Section 6 hereof, the parties hereto agree that, so long as neither the Discharge of First-Out ABL Obligations nor the Discharge of Term Loan Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of a Grantor any Obligor to secure any Second-Out Obligation, or take any action to perfect any additional Liens, ABL Obligation unless it has granted, or substantially concurrently therewith grants (or offers grants, through documentation in form and substance satisfactory to grant)the Directing Term Loan Collateral Agent, a Lien on such asset or property of such Grantor Obligor to secure the First-Out Obligations Term Loan Obligations; and has taken all actions required to perfect such Liens; or (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of a Grantor any Obligor to secure any First-Out Obligation, or take any action to perfect any additional Liens, Term Loan Obligation unless it has granted, or substantially concurrently therewith grants (or offers grants, through documentation in form and substance satisfactory to grant)the ABL Credit Agreement Collateral Agent, a Lien on such asset or property of such Grantor Obligor to secure the Second-Out ABL Obligations. Subject to Section 2.6 and Section 6, so long as neither the Discharge of ABL Obligations and nor the Discharge of Term Loan Obligations has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are occurred, whether or not complied with for any reason, Insolvency or should any Lien upon any Shared Collateral be released Liquidation Proceeding has been commenced by or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by against any of the Priority Secured PartiesObligors, the parties hereto agree that if any Claimholder shall acquire or hold any Lien on any assets of any Obligor securing any Obligation which assets are not also subject to the Lien of the other Claimholders under the other Collateral Documents, then, without limiting any other right or remedy rights and remedies available to the First-Out any Collateral Agent or the other First-Out Secured PartiesClaimholders, the Second-Out Agentapplicable Collateral Agent holding such Lien, for itself and on behalf of the other Second-Out Secured Partiesitself and its Related Claimholders, agrees that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens so granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b)4.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Revolver Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Term Loan Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Revolver Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Revolver Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Term Loan Obligations and has taken all actions required to perfect such Liens. Any liens granted in accordance with this Section 4.03 shall be granted in favor of the Collateral Trustee and subject to the terms of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Collateral Trustee, the Revolver Agent or the other First-Out Revolver Secured Parties, the Second-Out Term Loan Agent, for itself and on behalf of the other Second-Out Term Loan Secured Parties, agrees that any amounts received by or distributed to any Second-Out Term Loan Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 4.03 or any such release or lack of perfection shall be subject to Section 3.05(b5.05(b).

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional LiensLiens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Second Lien Agent from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Priority Lien Obligation, or take any action to perfect any additional LiensLiens to secure any Priority Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Priority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Agent or the other First-Out Second Lien Secured Parties, the Second-Out Second Lien Agent, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor Subject to secure any Second-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or the other First-Out Secured PartiesSection 6, the Second-Out Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other SecondObligor, it shall not acquire or hold any Lien on any assets of the Company or any other Obligor securing any Second Lien Obligations that are not also subject to first-Out priority Liens securing all of the First Lien Obligations under the First Lien Documents. Subject to Section 6, if the Second Lien Agent or any Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any property that is not also subject to a first-priority Lien in respect of all of the First Lien Obligations under the First Lien Documents, then the Second Lien Agent or such Second Lien Secured Party, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of each First Lien Agent as security for the applicable First Lien Obligations (subject to Section 4.2 and Section 4.3 and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien (if and to the extent the Second Lien Agent or such Second Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by any First Lien Agent to assign such Liens to each First Lien Agent as security for the applicable First Lien Obligations, provided that the Second Lien Agent or such Second Lien Secured Party may retain a second-priority Lien on such property for the benefit of the Second Lien Secured Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Agent and/or any other First Lien Secured Parties, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.3(a) shall be subject to Section 3.05(b)4.2 and Section 4.3.

No New Liens. The (a) Whether or not any Insolvency or Liquidation Proceeding has been commenced, the parties hereto agree that, so long as the Discharge that no Grantor shall grant any Secured Party any additional Lien under any Collateral Document on any asset of First-Out any Grantor to secure Obligations of any Class or Series unless such Grantor has not occurred, none also granted or concurrently grants a Lien on such asset to secure Obligations of the Grantors shall, nor other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral or Term Priority Collateral); provided that the foregoing shall not apply to (i) Liens on Foreign Collateral and Liens on any asset of any Grantor permit granted to secure Obligations of any Class if such asset is expressly excluded from the grant of its subsidiaries to, a security interest by such Grantor pursuant to the Collateral Documents of the other Class and (aii) grant or permit any additional Liens on any asset of a any Grantor granted to secure Obligations of any Second-Out ObligationClass if, or take any action prior to perfect any additional Lienssuch grant, unless it such Grantor has granted, or substantially concurrently therewith grants (or offers offered in writing to grant), a Lien xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Agent of such Grantor other Class has affirmatively declined in writing to secure the First-Out Obligations and accept such Lien or has taken all actions required failed to perfect respond to such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor offer within 30 days thereof, in which case such Agent shall be deemed to secure any First-Out Obligation, or take any action have declined to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on accept such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such LiensLien. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy rights and remedies available to the First-Out other Agent or the other First-Out any of its Related Secured Parties, the Second-Out each Agent, for itself and on behalf of the other Second-Out its Related Secured Parties, agrees that it shall hold such Lien for the benefit of the Secured Parties of the other Class (but may retain such Lien for itself and its Related Secured Parties, subject to the relative Lien priorities set forth in this Agreement) and any amounts received by or distributed to such Agent or any Second-Out of its Related Secured Party Parties pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b)Sections 4.01 and 4.02.

No New Liens. The So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that, so long as after the Discharge of First-Out Obligations has not occurreddate hereof, none neither the Junior Lien Collateral Agent nor any Junior Lien Representative shall acquire or hold any Lien on any assets of the Grantors Company or any other Subsidiary (and neither the Company nor any Subsidiary shall grant such Lien) securing any Junior Lien Obligations that are not also subject to the First Priority Lien in respect of the First Lien Obligations under the First Lien Documents. If the Junior Lien Collateral Agent or any Junior Lien Representative shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of the Company or any other Subsidiary that is not also subject to the First Priority Lien in respect of the First Lien Obligations under the First Lien Documents, then such Junior Lien Collateral Agent or other Junior Lien Representative shall, nor without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations (subject to the lien priority and other terms hereof) and shall any Grantor permit any of use its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor best efforts to secure any Second-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a promptly notify the First Lien on such asset Collateral Agent in writing of such Grantor Lien and in any event take such actions as may be requested by the First Lien Collateral Agent to secure the First-Out Obligations and has taken all actions required to perfect assign or release such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out First Lien Collateral Agent or (and/or its designee) as security for the other First-Out Secured Parties, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party pursuant to or as a result of any applicable First Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b)Obligations.

No New Liens. The parties hereto agree that, so So long as the Discharge of First-Out First Lien Obligations Payment Date has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, parties hereto agree that (a) grant or permit there shall be no Lien, and no Grantor shall have any additional Liens right to create any Lien, on any asset assets of a any Grantor to secure securing any Second-Out ObligationSecond Priority Obligation if those same assets are not subject to, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant)and do not become subject to, a Lien on such asset of such Grantor to secure securing the First-Out First Lien Obligations and has taken all actions required to perfect such Liens; or (b) grant if any Second Priority Secured Party shall acquire or permit hold any additional Liens Lien on any asset assets of any Grantor securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, shall be deemed to also hold and have held such Lien for the benefit of the First Priority Secured Parties and, upon becoming aware thereof, shall promptly notify the First Priority Representative of the existence of such Lien and, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, in a Grantor reasonably timely manner either (i) release such Lien or (ii) assign such Lien to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants the First Priority Representative as security for the First Lien Obligations (or offers to grant), in which case the Second Priority Representative may retain a Lien junior lien on such asset of such Grantor assets subject to secure the Second-Out Obligations and has taken all actions required to perfect such Liensterms hereof). To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, or should without limiting any Lien upon any Shared Collateral be released or become unperfected due other rights and remedies available to breach of this Agreement or due to inadvertence, neglect or error by any of the First Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or Second Priority Representative and the other First-Out Second Priority Secured Parties, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, agrees Parties agree that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.4 shall be subject to Section 3.05(b)4.1.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor or any of its subsidiaries to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; Liens or (b) grant or permit any additional Liens on any asset of a Grantor or any of its subsidiaries to secure any First-Out ObligationPriority Lien Obligations, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset of such Grantor or any of its subsidiaries to secure the Second-Out Second Lien Obligations and has taken all actions required to perfect such Liens, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Priority Lien Agent or the other First-Out Priority Lien Secured Parties, the Second-Out AgentSecond Lien Collateral Trustee agrees, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The parties hereto agree that, so So long as neither the Discharge of First-Out ABL Obligations nor the Discharge of First Lien Obligations has not occurred, none whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Grantors shallCompany or any other Grantor, nor the parties hereto agree, subject to Article VI, that the Company shall any Grantor not, and shall not permit any of its subsidiaries other Grantor to, (a) : grant or permit any additional Liens on any asset of a Grantor or property to secure any Second-Out Obligation, or take any action to perfect any additional Liens, First Lien Obligations unless it has granted, granted or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or property to secure the First-Out Obligations and has taken all actions required to perfect such LiensABL Obligations; or (b) grant or permit any additional Liens on any asset of a Grantor or property to secure any First-Out Obligation, or take any action to perfect any additional Liens, ABL Obligations unless it has granted, granted or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or property to secure the Second-Out Obligations and has taken all actions required to perfect such LiensFirst Lien Obligations. To the extent any additional Liens are granted on any asset or property (except as contemplated by Section 2.4) pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right rights or remedy remedies available to the First-Out Agent or the other First-Out Secured Partieshereunder, the Second-Out ABL Agent, for itself and on behalf of the other Second-Out Secured PartiesABL Claimholders, agrees the Notes Agent, on behalf of Note Claimholders, and any Additional First Lien Agent, on behalf of any Additional First Lien Claimholders, agree that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.3 shall be subject to Section 3.05(b)4.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First-Out First Lien Obligations has not occurred, none of whether or not any Insolvency Proceeding has been commenced by or against the Grantors shallBorrower or any other Grantor, the parties hereto agree that neither the Borrower nor any other Grantor shall grant or permit, nor shall any Grantor permit any of its subsidiaries tothe Second Lien Agent nor the Second Lien Noteholder acquire, (a) grant or permit any additional Liens on any asset of a Grantor or property to secure any Second-Out Obligation, or take any action to perfect any additional Liens, Second Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a senior perfected Lien on such asset of such Grantor or property has been or is concurrently created and perfected to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a First Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such LiensObligations. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or the other First-Out Secured Partiesrights, the Second-Out Agentprivileges, for itself powers, and on behalf remedies hereunder, each of the other Second-Out Secured Parties, Second Lien Agent and the Second Lien Noteholder agrees that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.3 shall be subject to Section 3.05(b)the terms of this Agreement, and any Lien held by either the Second Lien Agent or the Second Lien Noteholder on any asset or property on which the First Lien Holder does not have a Lien, in contravention of the provisions of this Agreement, shall be subject to the terms of this Agreement and shall be held by the Second Lien Agent or Second Lien Noteholder, as the case may be, in trust for the First Lien Holder and/or, at the option of the First Lien Holder, be released or assigned to the First Lien Holder as security for the First Lien Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Revolver Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries Subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out FLLO Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Revolver Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Revolver Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out FLLO Obligations and has taken all actions required to perfect such Liens. Any liens granted in accordance with this Section 4.03 shall be granted in favor of the Collateral Trustee and subject to the terms of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Collateral Trustee, the Revolver Agent or the other First-Out Revolver Secured Parties, the Second-Out each FLLO Agent, for itself and on behalf of the other Second-Out FLLO Secured Parties, agrees that any amounts received by or distributed to any Second-Out FLLO Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 4.03 or any such release or lack of perfection shall be subject to Section 3.05(b5.05(b).

No New Liens. The parties hereto agree thatthat there shall be no Lien, so long as the Discharge of First-Out Obligations has not occurred, none of the Grantors shall, nor and no Grantor shall have any Grantor permit right to create any of its subsidiaries to, (a) grant or permit any additional Liens Lien on any asset of securing any Secured Obligation if such asset is not also subject to a Grantor to secure any Second-Out Lien securing each other Secured Obligation, or take any action with the priority of such Lien to perfect any additional Liensbe agreed to by the CoBank Secured Parties and the Notes Secured Parties at the time of the creation of such Lien, unless it has grantedexcept that nothing contained in this Section 2.4 shall preclude the Notes Secured Parties from being granted Adequate Protection Liens in accordance with Section 7.4, or substantially concurrently therewith grants (B) the CoBank Secured Parties from being granted Adequate Protection Liens in accordance with Section 7.4. If any Representative shall (nonetheless and in breach hereof) acquire or offers hold any Lien, on behalf of the applicable Secured Parties, on any assets securing the Secured Obligations, which assets are not also subject to grant)a Lien securing the other Secured Obligations as required by the first sentence of this Section 2.4, then such Representative shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Facility Documents be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such asset assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). In such event, such Representative shall (a) endeavor to give the other Representative and other Secured Parties prompt written notice of such Grantor additional Lien, provided that the failure to secure give such notice shall not affect the First-Out Obligations validity of such additional Lien or the rights hereunder of the Secured Party receiving such additional Lien (subject to the Lien priorities and has taken all actions required to perfect such Liens; or other terms hereof), and (b) grant enter into, execute or permit deliver any additional Liens on any asset of a Grantor to secure any First-Out Obligationagreements, filings, instruments or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error other documents reasonably requested by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or the other First-Out Secured Parties, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, agrees that any amounts received by Representative or distributed to any Second-Out Secured Party pursuant in order to or as a result of any evidence the Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b)priorities set forth herein.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent EXXI from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of EXXI to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or Priority Lien Agent, the other First-Out Priority Lien Secured PartiesParties or EXXI, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, EXXI agrees that any amounts received by or distributed to any Second-Out Secured Party it pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b). It is agreed that each Grantor may grant and permit to exist Liens on any and all Applicable Collateral in favor of Priority Lien Secured Parties pursuant to Priority Lien Security Documents.

No New Liens. The parties hereto agree that, that so long as the Discharge of First-Out First Lien Obligations has not occurred, none of the Grantors shall, nor or shall any Grantor permit any of its subsidiaries Subsidiaries to, (ai) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Obligation, Second Lien Obligations unless such Lien is in favor of the Second Lien Administrative Agent and such Grantor or take any action to perfect any additional Liens, unless it such Subsidiary has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset in favor of such Grantor the First Lien Administrative Agent to secure the First-Out Obligations and has taken all actions required to perfect such Liens; First Lien Obligations, or (bii) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, First Lien Obligations (other than assets in respect of which the Second Lien Administrative Agent has declined a Lien) unless such Lien is in favor of the First Lien Administrative Agent and such Grantor or take any action to perfect any additional Liens, unless it such Subsidiary has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset in favor of such Grantor the Second Lien Administrative Agent to secure the Second-Out Obligations Second Lien Obligations, with each such Lien referenced in this Section 2.03 to be subject to the provisions of this Agreement, in each case, subject to the terms and has taken all actions required to perfect such Liensconditions hereof (including Sections 5.01 and 5.02 hereof). To the extent that the provisions of the immediately preceding sentence this Section 2.03 are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out First Lien Administrative Agent or the other First-Out First Lien Secured Parties, the Second-Out AgentSecond Lien Administrative Agent agrees, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b)4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Priority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other First-Out Second Lien Secured Parties, the Second-Out Second Lien Collateral Agent, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The (a) It is the anticipation of the parties hereto agree that, so long as until the date upon which the Discharge of First-Out First Lien Obligations has not shall have occurred, none no Second Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Second Lien Obligation which assets are not also subject to the Lien of the Grantors First Lien Agent under the First Lien Documents. If any Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Second Lien Obligation which assets are not also subject to the Lien of the First Lien Agent under the First Lien Documents, then the Second Lien Agent (or the relevant Second Lien Secured Party) shall, nor without the need for any further consent of any other Second Lien Secured Party, the Borrower, any Second Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Second Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the First Lien Agent as security for the First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall any Grantor permit any promptly notify the First Lien Agent in writing of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset the existence of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without becoming aware thereof. Without limiting any other right or remedy available to the First-Out First Lien Agent or the other First-Out First Lien Secured Parties, the Second-Out Second Lien Agent, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.5(a) shall be subject to the turnover provisions in Section 3.05(b)3.6.

No New Liens. The parties hereto agree that, (a) so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (ai) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Second Lien Agent from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Second Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Priority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Agent or the other First-Out Second Lien Secured Parties, the Second-Out Second Lien Agent, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The parties hereto agree that, so So long as the Discharge of First-Out Priority Obligations Payment Date has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, parties hereto agree that (a) grant or permit there shall be no Lien, and no Grantor shall have any additional Liens right to create any Lien, on any asset assets of a any Grantor to secure securing any Second-Out ObligationPriority Obligation if those same assets are not subject to, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant)and do not become subject to, a Lien on such asset of such Grantor to secure securing the First-Out Priority Obligations and has taken all actions required to perfect such Liens; or (b) grant if any Second-Priority Secured Party shall acquire or permit hold any additional Liens Lien on any asset assets of a any Grantor securing any Second-Priority Obligation which assets are not also subject to secure any the Lien of the First-Out ObligationPriority Representative under the First-Priority Documents, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure then the Second-Out Priority Representative, shall be deemed to also hold and have held such Lien for the benefit of the First-Priority Secured Parties and shall promptly notify the First-Priority Representative of the existence of such Lien and, upon demand by the First-Priority Representative, will without the need for any further consent of any other Second-Priority Secured Party, notwithstanding anything to the contrary in any other Second-Priority Document, either (i) release such Lien or (ii) assign it to the First-Priority Representative as security for the First-Priority Obligations and has taken all actions required (in which case the Second-Priority Representative may retain a junior lien on such assets subject to perfect such Liensthe terms hereof). To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy rights and remedies available to the First-Out Agent or the other First-Out Priority Secured Parties, the Second-Out Agent, for itself Priority Representative and on behalf of the other Second-Out Priority Secured Parties, agrees Parties agree that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.4 shall be subject to Section 3.05(b)4.1.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (ai) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out 1.5 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the 1.5 Lien Agent from taking the Lien or (biii) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out 1.5 Lien Obligations and has taken all actions required to perfect such Liens; provided that (x) no Grantor shall be required to xxxxx x Xxxx on any Excluded Assets and (y) the refusal or inability of the 1.5 Lien Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or Priority Lien Agent, the other First-Out Priority Lien Secured Parties, each of the Second-Out 1.5 Lien Agent, for itself and on behalf of the other Second-Out 1.5 Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out 1.5 Lien Secured Party Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; Liens or (b) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any First-Out ObligationPriority Lien Obligations, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset of such a Grantor or any of its Subsidiaries to secure the Second-Out Obligations Second Lien Obligations, and has taken all actions required to perfect such Liens, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Priority Lien Agent or the other First-Out Priority Lien Secured Parties, the Second-Out AgentSecond Lien Collateral Trustee agrees, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The parties hereto agree that, so long as the Discharge of First-Out Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Second Lien Agent from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Priority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Agent or the other First-Out Second Lien Secured Parties, each of the Second-Out Second Lien Agent, for itself and on behalf of the other Second-Out Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Lien Secured Party Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b).

No New Liens. The parties hereto agree that, so (a) So long as the Discharge of First-Out Obligations Senior Lender Claims has not occurredoccurred and, none subject to Section 6, each Grantor agrees, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Issuer or any other Grantor, that it shall not grant any Lien on any assets of the Grantors Issuer or any other Grantor securing any Second Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Agent or Second Priority Secured Party shall, nor without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the First Lien Agents as security for the Senior Lender Claims (subject to the Lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien (if and to the extent such Second Priority Agent has actual knowledge of the existence of such Lien) and in any Grantor permit event take such actions (at the Issuer’s sole expense) as may be reasonably requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of its subsidiaries totheir respective designees) as security for the applicable Senior Lender Claims (in the case of assignment, (a) grant each Second Priority Agent or permit any additional Liens on any asset of Second Priority Secured Party shall retain a Grantor to secure any Second-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a junior Lien on such asset of such Grantor to secure assets in accordance with the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or the other First-Out Secured Parties, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(bterms hereof).

No New Liens. The parties hereto agree that, so So long as the Discharge of First-Out Priority Obligations has not occurred, none of the Grantors shallparties hereto agree that, nor shall any Grantor permit any of its subsidiaries toafter the date hereof, (a) grant or permit any additional Liens on any asset of a Grantor to secure if any Second-Out Obligation, or take Priority Representative shall hold any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset any assets intended to be Common Collateral of such the Parent Borrower or any other Grantor securing any Second-Priority Obligations that are not also subject to secure the first-priority Lien in respect of the First-Out Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the First-Priority Collateral Agent and has taken all actions required to perfect each other First Priority Representative promptly upon becoming aware thereof and, upon demand by the First-Priority Collateral Agent (at the direction of the Required Lenders) or the Parent Borrower, will either (i) release such Liens; Lien or (bii) grant or permit any additional Liens on any asset of a Grantor assign such Lien to secure any the First-Out ObligationPriority Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, or take any action to perfect any additional Liensin the case of an assignment, unless it has granted, or substantially concurrently therewith grants (or offers to grant), each Second-Priority Representative may retain a Lien junior lien on such asset of assets subject to the terms hereof) and until such Grantor to secure the Lien is released or assigned as provided in this sentence, such Second-Out Obligations Priority Representative shall be deemed to also hold and has taken all actions required to perfect have held such LiensLien for the benefit of the First-Priority Collateral Agent and the other First-Priority Secured Parties as security for the First-Priority Obligations. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy rights and remedies available to the First-Out Agent or Priority Representatives and/or the other First-Out Priority Secured Parties, the each Second-Out AgentPriority Representative, for itself and on behalf of itself and the other applicable Second-Out Priority Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.3 shall be subject to Section 3.05(b)4.2. Each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Parent Borrower or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. (a) The parties hereto agree that, so long as the Discharge of First-Out Obligations First Priority Claims has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (ai) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Obligation, Second Priority Claim or take any action to perfect any additional Liens, Third Priority Claim unless it has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; First Priority Claims or (bii) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, First Priority Claims unless it has granted, or substantially concurrently therewith grants (or offers to grant)grants, a Lien on such asset of such a Grantor to secure the Second-Out Obligations and has taken all actions required Second Priority Claims or the Third Priority Claims, with each such Lien to perfect such Liensbe subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out First Priority Agent or the other First-Out First Priority Secured Parties, (x) the Second-Out AgentSecond Priority Agent agrees, for itself and on behalf of the other Second-Out Second Priority Secured Parties, agrees that any amounts received by or distributed to any Second-Out Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 or any such release or lack of perfection shall be subject to Section 3.05(b4.02(a) and (y) the Third Priority Agent agrees, for itself and on behalf of the other Third Priority Secured Parties that any amounts received by or distributed to any Third Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02(a).

No New Liens. The So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that, so long as after the Discharge of First-Out Obligations has not occurreddate hereof, none of the Grantors shall, nor no Second Lien Claimholder shall acquire or hold any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens Lien on any asset assets of a Grantor (and no Grantor shall grant such Lien) securing any Second Lien Obligations that are not also subject to secure a first priority lien in respect of the First Lien Obligations under the First Lien Loan Documents. If any Second-Out Obligation, Second Lien Claimholder shall (nonetheless and in breach hereof) acquire or take hold any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset assets of a Grantor that is not also subject to secure a first priority lien in respect of the First Lien Obligations under the First Lien Loan Documents, then such Second Lien Claimholder shall, without the need for any First-Out Obligationfurther consent of any party and notwithstanding anything to the contrary in any other document, or take any action be deemed to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants also hold and have held such Lien for the benefit of PDL as security for the First Lien Obligations (or offers subject to grant), a Lien on such asset the lien priority and other terms hereof) and shall use its best efforts to promptly notify PDL in writing of such Grantor Lien and in any event take such actions as may be requested by PDL to secure assign or release such Lien to PDL (and/or its designee) as security for the Second-Out Obligations and has taken all actions required to perfect such LiensFirst Lien Obligations. To the extent that the provisions of the immediately preceding sentence are this Section 2.3 is not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy rights and remedies available to the First-Out Agent PDL or the other First-Out Secured PartiesFirst Lien Claimholders, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, each Second Lien Claimholder agrees that any amounts received by or distributed to any Second-Out Secured Party it pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 or any such release or lack of perfection 2.3 shall be subject to Section 3.05(b)4.2.