Common use of No New Liens Clause in Contracts

No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such property to secure the First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such property to secure the Second Lien Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. 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 Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as During the Discharge term of First Lien Obligations has not occurredthis Agreement, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Notes Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, ABL Obligations with the parties hereto agreeing that any such Lien shall be subject to respective priorities required by Section 2.1; or;. (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Notes Obligations with the respective priorities required by Section 2.1; Provided that the Company or any other Grantor may grant or permit additional Liens on assets and property of a Foreign Subsidiary to secure any ABL Obligation without granting such Lien Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such propertysecure any Note Obligation. To the extent that the foregoing provisions any additional Liens are not complied with granted on any asset or property in contravention of this Section 2.3 for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Notes Agent, on behalf of the Notes Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as the Discharge of First Lien Revolving Credit Obligations has and the Discharge of Term Loan Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that neither the Company shall not, and shall not permit nor any other Grantor toshall: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Term Loan Obligation unless (i) it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Revolving Credit Obligations or (ii) otherwise as permitted in accordance with Section 2.16.3; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Revolving Credit Obligations unless (i) it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines Term Loan Obligations or (ii) otherwise as permitted in writing to accept a Lien on such propertyaccordance with Section 6.3. To the extent any additional Liens are granted on any asset or property 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Revolving Credit Collateral Agent, on behalf of Second Lien the Revolving Credit Claimholders and the Term Loan Collateral Agent, on behalf of Term Loan Claimholders, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien ABL Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property (other than Excluded Foreign Collateral) to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. To the extent any additional Liens are granted on any asset or property (other than Excluded Foreign Collateral) 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Notes Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien ABL Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Issuer or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company Issuer shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. 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 are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Notes Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as the Discharge of First Lien Credit Agreement Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) to grant or permit any additional Liens on any asset or property to secure any Second Lien Pari Tranche Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Credit Agreement Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) or grant or permit any additional Liens on any asset or property to secure any First Lien Obligations Credit Agreement Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Pari Tranche Obligations; provided , the parties hereto agreeing that this provision will not any such Liens shall be violated if the Second Lien Collateral Agent is given a reasonable opportunity subject to accept a Lien and declines in writing to accept a Lien on such propertySection 2.1 hereof. 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 Credit Agreement Collateral Agent and/or the First Lien Credit Agreement Claimholders, the Second Lien Pari Tranche Collateral Agent and the Credit Agreement Collateral Agent, on behalf of Second Lien ClaimholdersPari Tranche Claimholders and the Credit Agreement Claimholders respectively, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as During the Discharge term of First Lien Obligations has not occurredthis Agreement, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Section 2.4 and Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Term Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, ABL Obligations with the parties hereto agreeing that any such Lien shall be subject to respective priorities required by Section 2.1; orand (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien ObligationsTerm Obligations with the respective priorities required by Section 2.1; provided that this provision will (i) with respect to the ABL Obligations, clause (a) above shall not be violated if apply to any Real Estate Assets that are specifically excluded from the Second Lien ABL Collateral Agent pursuant to the terms of the ABL Loan Documents and (ii) with respect to the Term Obligations, clause (b) above shall not apply to any Foreign Collateral that is given a reasonable opportunity specifically excluded from the Term Loan Collateral pursuant to accept a Lien and declines in writing to accept a Lien on such propertythe terms of the Term Documents. To the extent that the foregoing provisions any additional Liens are not complied with granted on any asset or property in contravention of this Section 2.3 for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Term Agents, on behalf of the applicable Term Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of ABL Obligations nor the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) : grant or permit any additional Liens on any property to secure any Second Lien Obligation unless it has granted asset or concurrently grants a Lien on such property to secure the First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien ABL Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity or grant or permit any additional Liens on any asset or property to accept a Lien and declines in writing to accept secure any ABL Obligations unless it has granted or concurrently grants a Lien on such propertyasset or property to secure the First 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 are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second the ABL Claimholders, the Notes Agent, on behalf of Note Claimholders, and any Additional First Lien Agent, on behalf of any Additional First Lien Claimholders, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as one or more of the Discharge of First the ABL Obligations, the Discharge of the First-Lien Notes Obligations, the Discharge of the Second-Lien Notes Obligations and the Discharge of the Third-Lien Notes Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Notes Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations and each of the other Notes Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Second Lien Notes Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. To the extent any additional Liens are granted on any asset or property 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and each of the Notes Agent, on behalf of their respective Notes Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien Bank Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company Issuers or any other Grantor, the parties hereto agree agree, subject to Article VI, that each of the Company Issuers and each of the other Grantors shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Bank Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Bank Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. 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 are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral Bank Agent, on behalf of Second Lien the Bank Claimholders, agrees and the Note Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien SCF Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI hereof, that the Company shall not, and shall not permit any other Grantor to: (a) other than in connection with a satisfaction and discharge or defeasance of the Note Obligations pursuant to Section 8.02 or Section 11.01 of the Indenture in effect as of the date hereof, grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Obligations owing to or otherwise in favor of the Note Claimholders unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien SCF Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien SCF Obligations owing to or otherwise in favor of the SCF Claimholders unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. To the extent any additional Liens are granted on any asset or property 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral SCF Agent on behalf of the SCF Claimholders and the Notes Agent, on behalf of Second Lien Note Claimholders, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as the Discharge of First Lien Revolving Credit Obligations has and the Discharge of Term Loan Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company any Borrower or any other Grantor, each Revolving Credit Agent, on behalf of itself and the parties hereto agree other Revolving Credit Claimholders, and each Term Loan Agent, on behalf of itself and the other Term Loan Claimholders, and each Grantor, agrees that the Company each Grantor shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Term Loan Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Revolving Credit Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Term Loan Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. To the extent any additional Liens are granted on any asset or property in accordance with 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral each Revolving Credit Agent, on behalf of Second Lien itself and the other Revolving Credit Claimholders, and each Term Loan Agent, on behalf of itself and the other Term Loan Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien Revolving Credit Obligations nor the Discharge of Note Obligations has not occurred, subject to Article VI hereof, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Note Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Revolving Credit Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. To the extent any additional Liens are granted on any asset or property 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Revolving Credit Agent on behalf of the Revolving Credit Claimholders and the Collateral Agent, on behalf of Second Lien Note Claimholders, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as The Notes Collateral Agent and Security Trustee, for itself and on behalf of the other Noteholder Secured Parties agrees that, until the Senior Priority Discharge Date, no Noteholder Secured Party will permit any of First Lien Obligations has not occurredthe Grantors, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company Subsidiary of any Grantor or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) Person to grant or permit any additional Liens on any property asset to secure any Second Lien Noteholder Obligation unless it such Grantor, Subsidiary or other Person has granted granted, or substantially concurrently grants therewith grants, a Senior Lien on such property asset to secure the First Lien Revolving Credit Obligations, the parties hereto agreeing that any with each such Lien shall to be subject to Section 2.1; or (b) grant or permit any additional Liens on any property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such property to secure the Second Lien Obligations; provided that provisions of this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such propertyIntercreditor Agreement. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the First Lien Collateral Agent and/or and Security Trustee or the First Lien Claimholdersother Revolving Facility Secured Parties, the Second Lien Notes Collateral AgentAgent and Security Trustee agrees, for itself and on behalf of Second Lien Claimholdersthe other Noteholder Secured Parties, agrees that any amounts received by or distributed to any of them Noteholder Secured Party pursuant to or as a result of Liens any Lien granted and existing in contravention of this Section 2.3 2.03 shall be subject to Section 4.24.02. Notwithstanding the foregoing or any other provision in this Intercreditor Agreement to the contrary, the provisions of this Section are not intended to, nor shall they be deemed to, affect in any manner the enforceability against any Grantor or any other Person of any such Lien granted and existing contrary to the terms of this Section.

No New Liens. So long as neither the Discharge of First Lien ABL Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other no Grantor toshall: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Lien Obligation Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property of any Grantor to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. 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 are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Notes Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien ABL Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company Issuers or any other Grantor, the parties hereto agree agree, subject to Article VI, that each of the Company Issuers and each of the other Grantors shall not, and shall not permit any other Grantor to:not:‌ (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided , provided, that the prohibitions on the granting, or the permitting to exist, of any such additional Liens set forth in this provision will Section 2.3 shall not be violated if apply to any Liens granted to the Second Lien Collateral Agent holders of ABL Obligations to the extent such Liens secure any interim or ‘debtor in possession’ financing that is given approved by a reasonable opportunity court following notice of same to accept a Lien and declines in writing to accept a Lien the Note Agent, on such propertybehalf of the Note Claimholders. To the extent any additional Liens are granted on any asset or property (except as contemplated by the proviso to the immediately preceding clause, or 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 are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Note Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as During the Discharge term of First Lien Obligations has not occurredthis Agreement, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Term Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, ABL Obligations with the parties hereto agreeing that any such Lien shall be subject to respective priorities required by Section 2.1; or;. (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Term Obligations with the respective priorities required by Section 2.1; Provided that the Company or any other Grantor may grant or permit additional Liens on assets and property of a Foreign Subsidiary to secure any ABL Obligation without granting such Lien Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such propertysecure any Term Obligation. To the extent that the foregoing provisions any additional Liens are not complied with granted on any asset or property in contravention of this Section 2.3 for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and each Term Agent, on behalf of the applicable Term Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien ABL Obligations nor the Discharge of Note Obligations, as applicable, has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall notagree, and shall not permit any other Grantor tosubject to Article VI: (a) grant no Note Claimholder shall acquire or permit hold any additional Liens on any asset or property of any Grantor to secure any Second Lien Obligation Note Obligations unless it such Grantor has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant no ABL Claimholder shall acquire or permit hold any additional Liens on any asset or property of any Grantor to secure any First Lien ABL Obligations unless it such Grantor has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided Note Obligations (other than any Collateral of any Grantor that is explicitly excluded pursuant to any Note Security Document). (c) To the extent any additional Liens are granted on any asset or property (except as contemplated by Section 2.4) pursuant to this provision will not Section 2.3, the priority of such additional Liens shall be violated if the Second Lien Collateral Agent is given a reasonable opportunity determined in accordance with Section 2.1. In addition, to accept a Lien and declines in writing to accept a Lien on such property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Notes Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as the Discharge of First Revolving Credit Obligations and the Discharge of Second Lien Term Loan Obligations has have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that neither the Company shall not, and shall not permit nor any other Grantor toshall: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Term Loan Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Revolving Credit Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Revolving Credit Obligations (other than cash collateral with respect to letters of credit in an amount not to exceed 105% of the aggregate face amount thereof) unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Term Loan Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. To the extent any additional Liens are granted on any asset or property 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 are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Revolving Collateral Agent, on behalf of the Revolving Credit Claimholders and the Second Lien Term Loan Collateral Agent, on behalf of the Second Lien Term Loan Claimholders, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So long as neither the Discharge of First Lien ABL Obligations nor the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien ABL Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Note Obligations; provided that this provision will not be violated if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such property. 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 are not complied with for any reason, without limiting any other rights and or remedies available to the First Lien Collateral Agent and/or the First Lien Claimholdershereunder, the Second Lien Collateral ABL Agent, on behalf of Second Lien the ABL Claimholders, agrees and the Notes Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.