Common use of New Liens Clause in Contracts

New Liens. So long as the Senior Indebtedness Payment Date has not occurred, the parties hereto agree that if the Subordinated Holders or the Subordinated Holder Representative on their behalf shall acquire or hold any Lien on any assets of any Loan Party securing any Subordinated Indebtedness, which assets are not also subject to the First Priority Lien of the Senior Agent under the Senior Loan Documents, then such Subordinated Holder or the Subordinated Holder Representative will immediately without the need for any further consent of any other Subordinated Holder, notwithstanding anything to the contrary in any other Subordinated Debenture Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Lien at the direction of the Senior Agent in a manner consistent with this Agreement for the benefit of the Senior Indebtedness. If the Senior Agent or any Senior First Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 13

New Liens. So Subject to Sections 2.01(c), 2.01(d) and clause (ii) of the first sentence of Section 4.04, the Borrower, on behalf of itself and the other Grantors agrees that, so long as the Senior Indebtedness Payment Date Discharge of First Lien Secured Obligations has not occurred, it shall not (i) permit any additional Liens on any asset or property of any Grantor to be granted to secure any Second Lien Secured Obligation, unless a Lien has been granted on such asset or property to secure the parties hereto agree that if First Lien Secured Obligations, with each such Lien to be subject to the Subordinated Holders provisions of this Agreement, or (ii) permit any additional Liens on any asset or property of any Grantor to be granted to secure any First Lien Secured Obligations unless a Lien has been granted on such asset to secure the Subordinated Holder Second Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement. If any Second Lien Representative on their behalf or any Second Lien Secured Party shall acquire or hold any Lien on any assets or property of any Loan Party Grantor securing any Subordinated Indebtedness, which assets Second Lien Secured Obligations that are not also subject to the first-priority Liens securing all First Priority Lien of the Senior Agent Secured Obligations under the Senior First Lien Loan Documents, then such Subordinated Holder Second Lien Representative or Second Lien Secured Party (i) shall notify the Subordinated Holder Designated First Lien Representative will immediately without promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Representative as security for the need for any further consent of any other Subordinated HolderFirst Lien Secured Obligations, notwithstanding anything shall assign such Lien to the contrary in any other Subordinated Debenture Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Designated First Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Representative as security for all First Lien at the direction of the Senior Agent in a manner consistent with this Agreement Secured Obligations for the benefit of the Senior Indebtedness. If the Senior Agent or any Senior First Priority Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting Parties (but may retain a Second Priority junior Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document assets or property subject to the contraryterms hereof) and (ii) until such assignment or such grant of a similar Lien to each First Lien Representative, hereby authorize shall be deemed to hold and have held such Lien for the Subordinated Holder benefit of each First Lien Representative and the other First Lien Secured Parties as security for the First Lien Secured Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to comply with its obligations under the First Lien Representatives and/or the First Lien Secured Parties, the Designated Second Lien Representative, on behalf of the Second Lien Secured 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 3.4. 132.06 shall be subject to Section 8.01.

New Liens. So long as the Senior Indebtedness Payment Date has not occurred, the parties hereto agree that if the Subordinated Holders or the Subordinated Holder Representative on their behalf shall acquire or hold any Lien on any assets of any Loan Party securing any Subordinated Indebtedness, which assets are not also subject to the First Priority Lien of the Senior Agent under the Senior Loan Documents, then such Subordinated Holder or the Subordinated Holder Representative will immediately without the need for any further consent of any other Subordinated Holder, notwithstanding anything to the contrary in any other Subordinated Debenture Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Lien at the direction of the Senior Agent in a manner consistent with this Agreement for the benefit of the Senior Indebtedness. If the Senior Agent or any Senior First Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 13.

New Liens. So long as the Senior Indebtedness Payment Date has First Lien Obligations have not occurredbeen Satisfied In Full, the parties hereto agree that if no additional Liens shall be granted or permitted on any asset of any Debtor or any other Obligor related to the Subordinated Holders MBAND Technology to secure any 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 on such asset to secure the First Lien Obligations, which Lien, with respect to the 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 First Lien Holder and the Second Lien Holder agree that any Liens against assets of Debtor or any Obligor that may arise under the First Lien Documents or the Subordinated Second Lien Documents shall be subject to the rights, priorities and other terms and provisions of this Agreement; provided, that any and all such assets that are related to the MBAND Technology shall (i) constitute “Boeing Collateral” hereunder and (ii) not comprise any part of the “Second Lien Collateral” 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 Holder, the Second Lien Holder Representative on their behalf 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 3.10 shall acquire or hold 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 Lien such additional Liens also being granted on any assets asset of any Loan Party securing Debtor or any Subordinated Indebtednessother Obligor to secure any Second Lien Obligation. The Second Lien Holder and the Debtors agree that, which 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 are not also and property as Collateral subject to the First Priority Lien Xxxx Xxxxxx’x Liens with all the priorities and benefits set forth herein with respect to all other Collateral of the Senior Agent under First Lien Holder. For purposes of clarity, the Senior Loan Documents, then such Subordinated Holder or the Subordinated Holder Representative will immediately without the need for Debtors may grant additional Liens on any further consent of any other Subordinated Holder, notwithstanding anything their assets not related to the contrary in MBAND Technology, and the First Lien Holder agrees that it shall not assert that it has any other Subordinated Debenture Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Lien at the direction of the Senior Agent in a manner consistent with this Agreement for the benefit of the Senior Indebtedness. If the Senior Agent or any Senior First Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 13.

New Liens. So long as Until the Senior Indebtedness Payment Date has not occurredSecured Obligations shall have been Paid in Full, (i) each Agent agrees, on behalf of the parties hereto agree applicable Secured Parties, that if neither Agent, on behalf of the Subordinated Holders or the Subordinated Holder Representative on their behalf applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any Loan Party securing Grantor (or any Subordinated IndebtednessDomestic 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, 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 the First Priority a Lien in favor of the Senior other Agent under to secure the Senior Loan Documentsapplicable Obligations, then the Agent acquiring such Subordinated Holder or the Subordinated Holder Representative will immediately Lien shall, without the need for any further consent of any other Subordinated Holder, Person and notwithstanding anything to the contrary in any other Subordinated Debenture DocumentSecurity Documents, promptly either (ax) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of release such Lien at the direction of the Senior Agent in a manner consistent with this Agreement or (y) (1) also hold and be deemed to have held such Lien for the benefit of the Senior Indebtedness. If other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover hereunder and (2) in the case of the Junior Representative acquiring a Lien, assign such Lien to the Senior Agent or any Representative to secure the Senior First Priority Secured Party shall acquire or hold any Obligations (in which case the Junior Representative may retain a Junior Lien on any such assets subject to the terms hereof). Notwithstanding the foregoing, the Collateral Agent may hold a Lien on assets of any Loan Party securing any Senior IndebtednessCanadian Subsidiary of the Company, then no provision which interests or assets are not also subject to a Lien in favor of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 13Noteholder Collateral Agent.

New Liens. So Each Obligor agrees that, so long as the Senior Indebtedness Payment Date Discharge of First Lien Obligations has not occurred, it shall not (i) grant any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless a Lien has been granted or concurrently will xxxxx x xxxx on such asset or property to secure the parties hereto agree that if First Lien Obligations, with each such Lien to be subject to the Subordinated Holders provisions of this Agreement, or (ii) grant any additional Liens on any asset or property of any Obligor to secure any First Lien Obligations unless a Lien has been granted or concurrently will xxxxx x xxxx on such asset to secure the Subordinated Holder Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. If any Second Lien Representative on their behalf or any Second Lien Secured Party shall acquire hold or hold be granted any Lien on any assets or property of any Loan Party Obligor securing any Subordinated Indebtedness, which assets Second Lien Obligations that are not also subject to the first-priority Liens securing all First Priority Lien of the Senior Agent Obligations under the Senior Loan First Lien Debt Documents, then such Subordinated Holder Second Lien Representative or Second Lien Secured Party (i) shall notify the Subordinated Holder Designated First Lien Representative will immediately without promptly upon becoming aware thereof and, unless such Obligor shall promptly grant a similar Lien on such assets or property to each First Lien Representative as security for the need for any further consent of any other Subordinated HolderFirst Lien Obligations, notwithstanding anything shall assign such Lien to the contrary in any other Subordinated Debenture Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Designated First Lien Representative (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such a First Lien at the direction of the Senior Collateral Agent in a manner consistent with this Agreement designated by it) as security for all First Lien Obligations for the benefit of the Senior IndebtednessFirst Lien Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each First Lien Representative, shall be deemed to hold and have held such Lien for the benefit of each First Lien Representative and the other First Lien Secured Parties as security for the First Lien Obligations. If To the Senior Agent extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Representatives and/or the other First Lien Secured Parties, each Second Lien Representative and Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any Senior First Priority Secured Party shall acquire of them pursuant to or hold any Lien on any assets as a result of any Loan Party securing any Senior Indebtedness, then no provision Liens granted in contravention of this Agreement Section 2.9 shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions be subject to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 137.1.

New Liens. So long as the Discharge of Senior Indebtedness Payment Date Lien Obligations has not occurred, the parties hereto agree that: (a) (i) no Grantor shall grant any additional Liens on any assets or property to secure any Junior Lien Obligation unless 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 the Junior Agent, such Lien being a senior Lien in favor of the Senior Agent pursuant to the terms hereof and (ii) no Grantor (other than the Parent) shall grant any additional Liens on any assets or property to secure any Senior Lien Obligation unless such Grantor has granted a Lien on such asset or property to the Junior Agent to secure the Junior Lien Obligations contemporaneously with the grant of a Lien thereon in favor of the Senior Agent, such Lien being a junior Lien in favor of the Junior Agent pursuant to the terms hereof; and (b) to the extent that if the Subordinated Holders provisions of clause (a)(i) above are not complied with for any reason, without limiting any other rights and remedies available to Senior Agent or the Subordinated Holder Representative other Senior Claimholders, the Junior Agent (on their behalf of itself and the other Junior Claimholders), agrees that (i) if any Junior Claimholder shall acquire or hold any Lien on any assets of any Loan Party Grantor securing any Subordinated Indebtedness, Junior Lien Obligation which assets are not also subject to the First Priority first-priority Lien of the Senior Agent under the Senior Loan Documents, then the Junior Agent (a) shall hold such Subordinated Holder or Lien for the Subordinated Holder Representative will immediately benefit of and as agent for the Senior Agent and the Senior Claimholders and (b) upon demand by the Senior Agent, without the need for any further consent of any other Subordinated HolderJunior Claimholder, and notwithstanding anything to the contrary in any other Subordinated Debenture DocumentJunior Lien Documents, promptly (a) notify the Senior Agent of such factshall, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Lien at the direction of Senior Agent, (x) release such Lien or (y) assign it to the Senior Agent in a manner consistent with this Agreement as security for the benefit 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 the Senior Indebtedness. If the Senior Agent them pursuant to or any Senior First Priority Secured Party shall acquire or hold any Lien on any assets as a result of any Loan Party securing any Senior Indebtedness, then no provision Liens granted in contravention of this Agreement Section 2.3 shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions be subject to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assetsSection 4.2. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 132.4.

New Liens. So long as Until the Senior Indebtedness Payment Date has not occurredSecured Obligations shall have been Paid in Full, (i) each Agent agrees, on behalf of the parties hereto agree applicable Secured Parties, that if neither Agent, on behalf of the Subordinated Holders or the Subordinated Holder Representative on their behalf applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any Loan Party securing Grantor (or any Subordinated IndebtednessDomestic 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, 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 the First Priority a Lien in favor of the Senior other Agent under to secure the Senior Loan Documentsapplicable Obligations, then the Agent acquiring such Subordinated Holder or the Subordinated Holder Representative will immediately Lien shall, without the need for any further consent of any other Subordinated Holder, Person and notwithstanding anything to the contrary in any other Subordinated Debenture DocumentSecurity Documents, promptly either (ax) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of release such Lien at the direction of the Senior Agent in a manner consistent with this Agreement or (y) (1) also hold and be deemed to have held such Lien for the benefit of the Senior Indebtedness. If other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover hereunder and (2) in the case of the Junior Representative acquiring a Lien, assign such Lien to the Senior Agent or any Representative to secure the Senior First Priority Secured Party shall acquire or hold any Obligations (in which case the Junior Representative may retain a Junior Lien on any such assets subject to the terms hereof). Notwithstanding the foregoing, the Collateral Agent may hold a Lien on assets of any Loan Party securing any Senior IndebtednessCanadian Subsidiary of the Company, then no provision which interests or assets are not also subject to a Lien in favor of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 13Noteholder Collateral Agent.

New Liens. (a) So long as the Senior Indebtedness First Lien Obligations Payment Date has not occurred, the parties hereto agree that (i) if the Subordinated Holders Second Lien Representative or any other Second Lien Secured Party or the Subordinated Holder Third Lien Representative on their behalf or any other Third Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Subordinated Indebtednessits Class of Secured Obligations, which assets are not also subject to the First Priority Lien of the Senior Agent First Lien Representative under the Senior Loan First Lien Documents, then such Subordinated Holder the Second Lien Representative or the Subordinated Holder relevant Second Lien Secured Party or the Third Lien Representative will immediately or the relevant Third Lien Secured Party shall, without the need for any further consent of any other Subordinated HolderSecond Lien Secured Party or Third Lien Secured Party, and notwithstanding anything to the contrary in any other Subordinated Debenture Document, promptly Second Lien Document or Third Lien Document (aA) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral be deemed to hold and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of have held such Lien at the direction of the Senior Agent in a manner consistent with this Agreement for the benefit of the Senior Indebtedness. If First Lien Representative as security for the Senior Agent 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 such assets subject to the terms hereof) or (B) if so requested by the First Lien Representative, release such Lien, and (ii) if any Senior First Priority Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions Lien Obligation which assets are not also subject to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting 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. The Subordinated Holdersassets for the benefit of the Second Lien Representative as security for the Second Lien Obligations and the Third Lien Representative as security for the Third Lien Obligations, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document subject to the contrary, terms of this Agreement. Each Loan Party hereby authorize consents to and confirms its grant of a Lien for the Subordinated Holder Representative to comply with its obligations under this Section 3.4. 13benefit of all Secured Parties on the terms set forth above.