Common use of No New Liens Clause in Contracts

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as neither the Discharge of ABL Obligations nor the Discharge of First Priority Lien Obligations Payment Date has occurred, whether or not occurredany 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) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets of asset or property to secure any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, First Lien Obligations unless it has granted or concurrently grants a Lien securing on such asset or property to secure the First Priority Obligations and ABL Obligations; or (b) if grant or permit any Second Priority Secured Party shall acquire or hold any Lien additional Liens on any assets of asset or property to secure any Loan Party 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, 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 ABL Obligations unless it has granted or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain concurrently grants a junior Lien on such assets subject asset or property to secure the terms hereof)First Lien Obligations. To the extent any additional Liens are granted on any asset or property (except as contemplated by Section 2.04) pursuant to this Section 2.03, the priority of such additional Liens shall be determined in accordance with Section 2.01. 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 Priority Secured Partieshereunder, the Second Priority Representative ABL Agent, on behalf of the ABL Claimholders, the Notes Agent, on behalf of Note Claimholders, and the other Second Priority Secured Parties each Additional First Lien Agent, on behalf of each of its Additional First Lien 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 2.4 2.03 shall be subject to Section 4.14.02.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Grantor shall have any right to create any Lien, on any assets of any Loan Party Grantor securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Grantor shall have any right to create any Lien, on any assets of any Loan Party Grantor securing any Second Junior Priority Obligation if these those same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party Grantor securing any Second Junior Priority Obligation 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 Junior Priority RepresentativeRepresentative 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 Junior Priority Secured Party, notwithstanding anything to the contrary in any other Second Junior Priority Document Document, either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Junior Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Junior Priority Representative and the other Second Junior Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the Discharge of First Priority Obligations Payment Date 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) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets of any Loan Party securing property to secure any Second Priority Obligation if these same assets are not subject to, and do not become subject to, unless it has granted or concurrently grants a Lien securing on such property to secure the First Priority Obligations Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated if the First Priority Collateral Agent is given a reasonable opportunity to accept a Lien on such property and declines in writing to accept a Lien on such property; or (b) if grant or permit any Second additional Liens on any property to secure any First Priority Secured Party shall acquire Obligations unless it has granted or hold any concurrently grants a Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject such property to the first-priority Lien of the First Priority Representative under the First Priority Documents, then secure the Second Priority Representative, upon demand by the First Priority Representative, Obligations; provided that this provision 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 (in which case not be violated if the Second Priority Representative may retain Collateral Agent is given a junior reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such assets subject to the terms hereof)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 Priority Secured PartiesCollateral Agent and/or the First Priority Claimholders, the Second Priority Representative and the other Collateral Agent, on behalf of Second Priority Secured Parties agree 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 2.4 2.3 shall be subject to Section 4.14.2.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) unless otherwise agreed by the First Priority Representative, there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 Document, either (i) release such Lien (to the extent permitted by the Existing Second Priority Agreement) or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured there shall be no Lien, and no Loan Party shall acquire or hold have any Lien right to create any Lien, on any assets of any Loan Party securing any Second First Priority Obligation which if these same assets are not also subject to the first-priority to, and do not become subject to, a Lien of the First Priority Representative under the First Priority Documents, then securing the Second Priority Representative, 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 (in which case the Second Priority Representative may retain a junior Lien on such assets subject to the terms hereof)Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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. If any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party 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 RepresentativeRepresentative (or the relevant Second Priority Secured Party) shall, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured Party, Party and notwithstanding anything to the contrary in any other Second Priority Document either (i) release be deemed to hold and have held such Lien or (ii) assign it to lien for the benefit of the First Priority Representative as security for the First Priority Obligations and shall assign such lien to the First Priority Representative (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to ) or (ii) if so requested by the First Priority Secured PartiesRepresentative, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1release such lien.

No New Liens. So long as Following the First Priority Obligations Payment Date date hereof, and with respect to clauses (a) and (b) below, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against any of the Grantors, the parties hereto agree that the Grantors shall not, and shall not permit any other Grantor to: (a) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets of any Loan Party securing asset to secure any Second Priority Debt Obligation if these same assets are not subject tounless it has granted or concurrently grants Liens on such asset to secure each series of Senior Debt Obligations, and do not become subject to, a which shall be senior to the Lien or Liens securing the First Priority Debt Obligations and as provided in this Agreement; or (b) if grant or permit any Second Priority Secured Party shall acquire or hold any Lien additional Liens on any assets of asset to secure any Loan Party securing any Second Priority Senior Debt 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, 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 unless it has granted or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain concurrently grants a junior Lien on such assets subject asset or property to secure each series of Second Priority Debt Obligations, which shall be junior to the terms hereof)Lien or Liens securing the Senior Debt Obligations as provided in this Agreement. 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 Priority Senior Representative and/or the other Senior Secured Parties, the each Second Priority Representative and Representative, on behalf of the other applicable Second Lien Priority Secured Parties agree Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.14.2.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party neither the Company nor any of its subsidiaries shall have any right to create any Lien, on any assets of the Company or any Loan Party such subsidiary securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party the Borrower securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative Creditor under the First Priority Documents, then the Second Priority Representative, upon demand by the First Priority RepresentativeCreditor, 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 Creditor as security for the First Priority Obligations (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Grantor shall have any right to create any Lien, on any assets of any Loan Party Grantor securing any Second Junior Priority Obligation if these those same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party Grantor securing any Second Junior Priority Obligation Obligation, which assets are not also subject to the first-priority superior Lien of the First Priority Representative under the First Priority Documents, then the Second Junior Priority RepresentativeRepresentative 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 Junior Priority Secured Party, notwithstanding anything to the contrary in any other Second Junior Priority Document Document, either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Junior Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Junior Priority Representative and the other Second Junior Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, securing any Second Priority Obligation on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien securing any Second Priority Obligation on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the firstFirst-priority Priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, 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 (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So The parties hereto agree that, so long as the First Discharge of Priority Lien Obligations Payment Date has not occurred, none of the parties hereto agree that Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets asset of any Loan Party securing a Grantor to secure any Second Priority Obligation if these same assets are not subject toLien Obligation, and do not become subject toor take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien securing on such asset of such Grantor to secure the First Priority Lien Obligations and has taken all actions required to perfect such Liens; or (b) if grant or permit any Second Priority Secured Party shall acquire or hold any Lien additional Liens on any assets asset of a Grantor to secure any Loan Party securing Priority Lien Obligation, or take any Second Priority Obligation which assets are not also subject action to the first-priority Lien of the First Priority Representative under the First Priority Documentsperfect any additional Liens, then the Second Priority Representativeunless it has granted, upon demand by the First Priority Representativeor substantially concurrently therewith grants (or offers to grant), 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 (in which case the Second Priority Representative may retain a junior Lien on such assets subject asset of such Grantor to secure the terms hereof)Second Lien Obligations and has taken all actions required to perfect such Liens. 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 Priority Lien Agent or the other Priority Lien Secured Parties, the Second Priority Representative Lien Collateral Agent, for itself and on behalf of the other Second Priority Lien Secured Parties agree Parties, agrees that any amounts received by or distributed to any of them Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.4 2.03 shall be subject to Section 4.13.05(b).

No New Liens. So long as the First Lien Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Lien Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Lien Priority Obligations and (b) if any Second Lien Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Lien Priority Obligation which assets are not also subject to the first-priority Lien of the a First Priority Representative under the First Priority DocumentsLien, then the Second Lien Priority RepresentativeRepresentatives, upon demand by the any First Lien Priority Representative, will without the need for any further consent of any other Second Lien Priority Secured Party, notwithstanding anything to the contrary in any other Second Lien Priority Document either (i) release such Lien or (ii) assign it to the First Lien Priority Representative Representatives as security for the First Lien Priority Obligations (in which case the Second Lien Priority Representative Representatives may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Lien Priority Representative Representatives and the other Second Lien Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date Discharge of Senior Lender Claims has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any each Second Priority Obligation if these same assets are not subject toAgent agrees, for itself and do not become subject to, a Lien securing the First Priority Obligations and (b) if any on behalf of each applicable Second Priority Secured Party Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or any Loan Party other Grantor securing any Second Priority Obligation which assets Claims that are not also subject to the first-priority Lien in respect of the First Priority Representative Senior Lender Claims under the First 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 the such Second Priority RepresentativeAgent shall, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured Party, party and notwithstanding anything to the contrary in any other Second Priority Document either (i) release document, be deemed to also hold and have held such Lien or (ii) assign it to lien for the benefit of the First Priority Representative Lien Agents as security for the First Priority Obligations Senior Lender Claims (in which case the Second Priority Representative may retain a junior Lien on such assets subject to the lien priority and other terms hereof). To ) and shall promptly notify each First Lien Agent in writing of the extent that the foregoing provisions are not complied with for existence of such Lien and in any reason, without limiting event take such actions as may be requested by any other rights and remedies available First Lien Agent to assign or release such Liens to the First Priority Secured Parties, Lien Agents (and/or each of its designee) as security for the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1applicable Senior Lender Claims.

No New Liens. So The parties hereto agree that, so long as the Discharge of First Priority Obligations Payment Date Claims has not occurred, none of the parties hereto agree that Grantors shall, nor shall any Grantor permit any of its Subsidiaries to, (ai) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets asset of any Loan Party securing a Grantor to secure any Second Priority Obligation if these same assets are not subject toClaim unless it has granted, and do not become subject toor substantially concurrently therewith grants, a Lien securing on such asset of such Grantor to secure the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 Claims or (ii) assign it grant or permit any additional Liens on any asset of a Grantor (other than Excluded Collateral) to the secure any First Priority Representative as security for the First Priority Obligations (in which case Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor to secure the Second Priority Representative may retain a junior Claims, with each such Lien on such assets to be subject to the terms hereof)provisions of this 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 Priority Agent or the other First Priority Secured Parties, the Second Priority Representative Agent agrees, for itself and on behalf of the other Second Priority Secured Parties agree Parties, that any amounts received by or distributed to any of them Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.4 2.03 shall be subject to Section 4.14.02.

No New Liens. So The parties hereto agree that, so long as the First Discharge of Priority Lien Obligations Payment Date has not occurred, none of the parties hereto agree that Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets asset of any Loan Party securing a Grantor to secure any Second Priority Obligation if these same assets are not subject toLien Obligation, and do not become subject toor take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien securing on such asset of such Grantor to secure the First Priority Lien Obligations and has taken all actions required to perfect such Liens; or (b) if grant or permit any Second Priority Secured Party shall acquire or hold any Lien additional Liens on any assets asset of a Grantor to secure any Loan Party securing Priority Lien Obligation, or take any Second Priority Obligation which assets are not also subject action to the first-priority Lien of the First Priority Representative under the First Priority Documentsperfect any additional Liens, then the Second Priority Representativeunless it has granted, upon demand by the First Priority Representativeor substantially concurrently therewith grants (or offers to grant), 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 (in which case the Second Priority Representative may retain a junior Lien on such assets subject asset of such Grantor to secure the terms hereof)Second Lien Obligations and has taken all actions required to perfect such Liens. 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 Priority Lien Agent or the other Priority Lien Secured Parties, the Second Priority Representative Lien Collateral Agent, for itself and on behalf of the other Second Priority Lien Secured Parties agree Parties, agrees that any amounts received by or distributed to any of them Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.4 2.03 shall be subject to Section 4.13.05(b).

No New Liens. So long as the First Priority Lien Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Grantor shall have any right to create any Lien, on any assets of any Loan Party Grantor securing any Second Priority Obligation if these those same assets are not subject to, and do not become subject to, a Lien securing the First Priority Lien Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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 Document, in a reasonably timely manner either (i) release such Lien or (ii) assign it such Lien to the First Priority Representative as security for the First Priority Lien Obligations (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms hereof); provided that with respect to any Lien on real property, this provision will not be violated if the First Priority Representative is given a reasonable opportunity to accept a Lien on such real property and expressly declines to accept such Lien. 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Credit Party shall have any right to create any Lien, on any assets of any Loan Credit Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any the Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative Agent under the First Priority Documents, then the Second Priority RepresentativeSecured Party, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured PartyAgent, 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 Agent as security for the First Priority Obligations (in which case the Second Priority Representative Secured Party may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree Party agrees that any amounts received by or distributed to any of them it pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 509265-1512-14307-Active.15883725.6 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 (in which case the Second Priority Representative may retain a junior Lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these those same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 Document, either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the Discharge of First Priority Obligations Payment Date 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) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets of any Loan Party securing property to secure any Second Priority Obligation if these same assets are not subject to, and do not become subject to, unless it has granted or concurrently grants a Lien securing on such property to secure the First Priority Obligations Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated if the First Priority Collateral Agent is given a reasonable opportunity to accept a Lien on such property and declines in writing to accept a Lien on such property; or (b) if grant or permit any Second additional Liens on any property to secure any First Priority Secured Party shall acquire Obligations unless it has granted or hold any concurrently grants a Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not also subject such property to the first-priority Lien of the First Priority Representative under the First Priority Documents, then secure the Second Priority Representative, upon demand by the First Priority Representative, Obligations; provided that this provision 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 (in which case not be violated if the Second Priority Representative may retain Collateral Agent is given a junior reasonable opportunity to accept a Lien and declines in writing to accept a Lien on such assets subject to the terms hereof)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 Priority Secured PartiesCollateral Agent and/or the First Priority Claimholders, the Second Priority Representative and the other Collateral Agent, on behalf of Second Priority Secured Parties agree Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 2.3 shall be subject to Section 4.14.2.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall create or grant , nor shall any Junior Priority Secured Party have any right to create require the creation of, any Lien, Lien on any assets of any Loan Party securing any Second Junior Priority Obligation if these same such assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Junior Priority Obligation which assets are not also subject to the first-priority First Priority Lien of the First Priority Representative under the First Priority Documents, then the Second such Junior Priority Representative, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Junior Priority Secured Party, notwithstanding anything to the contrary in any other Second Junior Priority Document either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second such Junior Priority Representative may retain a junior Lien on such assets subject to the terms 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 Priority Secured Parties, the Second Junior Priority Representative Representatives and the other Second Junior Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as Until each of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, no Grantor shall: (a) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligations; (b) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Priority Lien Obligations Payment Date has not occurred, the parties hereto agree agreeing that (a) there any such Lien shall be no Lien, and no Loan Party shall have subject to Section 2.1; or (c) grant or permit any right to create any Lien, additional Liens on any assets of asset or property to secure any Loan Party securing any Second Priority First Lien Obligation if these same assets are not subject to, and do not become subject to, unless it has granted or concurrently grants a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien on such assets asset or property to secure the Second Lien Obligations the parties hereto agreeing that any such Lien shall be subject to the terms hereof). Section 2.1; 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 Priority Secured PartiesControlling Collateral Agent and/or the Controlling Claimholders, each Subordinated Collateral Agent, for itself and on behalf of the Second Priority Representative and the other Second Priority Secured Parties agree respective Subordinated Claimholders, agrees that any amounts received by or distributed to any of them Subordinated Claimholder pursuant to or as a result of Liens granted in contravention of this Section 2.4 2.3 shall be subject to Section 4.14.2.

No New Liens. So long as the First Second Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall create or grant, nor shall any Third Priority Secured Party have any right to create require the creation of any Lien, on any assets of any Loan Party securing any Second Third Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Second Priority Obligations and (b) if any Second Third Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Third Priority Obligation which assets are not also subject to the first-priority Second Priority Lien of the First Second Priority Representative under the First Second Priority Documents, then the Second such Third Priority Representative, upon demand by the First Second Priority Representative, will without the need for any further consent of any other Second Third Priority Secured Party, notwithstanding anything to the contrary in any other Second Third Priority Document either (i) release such Lien or (ii) assign it to the First Second Priority Representative as security for the First Second Priority Obligations (in which case the Second such Third Priority Representative may retain a junior Third Priority Lien on such assets subject to the terms 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 Second Priority Secured Parties, the Second Third Priority Representative Representatives and the other Second Third Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. (a) So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (ax) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation or Third Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (by) if any Second Priority Secured Party or Third Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Priority Obligation or Third 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 or Third Priority Representative, as the case may be, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured Party or Third Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document or Third Priority Document either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative or Third Priority Representative, as the case may be, may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties, and the Third Priority Secured Representative and the other Third Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are required under the First Priority Documents to be pledged as First Priority Collateral and are not also subject to the first-priority 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 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) Document, assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same such assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any the Second Priority Secured Party Representative shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien on such assets subject to the terms 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 Priority Secured Parties, each of the Second Priority Representative and the other Second Priority Secured Parties agree agrees that any amounts received by or distributed to any of them it pursuant to or as a result of Liens granted in contravention of this Section 2.4 3.4 shall be subject to Section 4.15.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Borrower shall not have any right to create any Lien, on any assets of any Loan Party the Borrower securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any the Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party the Borrower 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 RepresentativeSecured Party, upon demand by the First Priority Representative, will without the need for any further consent of any other the 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 (in which case the Second Priority Representative Secured Party may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree Party 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1. SECTION 3.

No New Liens. So long as the First Second Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Grantor shall have any right to create any Lien, on any assets of any Loan Party Grantor securing any Second Junior Priority Obligation if these those same assets are not subject to, and do not become subject to, a Lien securing the First Second Priority Obligations and (b) if any Second Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party Grantor securing any Second Junior Priority Obligation Obligation, which assets are not also subject to the first-priority Lien of the First Second Priority Representative under the First Second Priority Documents, then the Junior Priority Representative shall be deemed to also hold and have held such Lien for the benefit of the Second Priority RepresentativeSecured Parties and shall promptly notify the Second Priority Representative of the existence of such Lien and, upon demand by the First Second Priority Representative, will without the need for any further consent of any other Second Junior Priority Secured Party, notwithstanding anything to the contrary in any other Second Junior Priority Document Document, either (i) release such Lien or (ii) assign it to the First Second Priority Representative as security for the First Second Priority Obligations (in which case the Second Junior Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Second Priority Secured Parties, the Second Junior Priority Representative and the other Second Junior Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So The parties hereto agree that, so long as the Discharge of First Priority Obligations Payment Date Claims has not occurred, none of the parties hereto agree that Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (ai) there shall be no Lien, and no Loan Party shall have grant or permit any right to create any Lien, additional Liens on any assets asset of any Loan Party securing a Grantor to secure any Second Priority Obligation if these same assets are not subject toClaim unless it has granted, and do not become subject toor substantially concurrently therewith grants, a Lien securing on such asset of such Grantor to secure the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party 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, 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 Claims or (ii) assign it grant or permit any additional Liens on any asset of a Grantor (other than Excluded Collateral) to the secure any First Priority Representative as security for the First Priority Obligations (in which case Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor to secure the Second Priority Representative may retain a junior Claims, with each such Lien on such assets to be subject to the terms hereof)provisions of this 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 Priority Agent or the other First Priority Secured Parties, the Second Priority Representative Agent agrees, for itself and on behalf of the other Second Priority Secured Parties agree Parties, that any amounts received by or distributed to any of them Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.4 2.03 shall be subject to Section 4.14.02.

No New Liens. So long as the Discharge of First Priority Lien Obligations Payment Date has shall not have occurred, whether or not any Insolvency Proceeding has been commenced by or against any Credit Party, the parties hereto Second Lien Agents agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing if the Second Lien Agents or any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party Creditor shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Second Priority Obligation Lien Obligations which assets are not also subject to the first-priority Lien of the First Priority Representative Lien Agent under the First Priority Lien Documents, then the such Second Priority RepresentativeLien Creditor, upon demand by the First Priority RepresentativeLien Agent, will will, without the need for any further consent of the Second Lien Agents or any other Second Priority Secured Party, Lien Creditor notwithstanding anything to the contrary in any other Second Priority Document Lien Document, either (i) release such Lien or (ii) assign it to take such actions as the First Priority Representative Lien Agent may reasonably request to cause the First Lien Agent to obtain a first-priority Lien on such assets as security for the First Priority Lien Obligations (in which case the Second Priority Representative Lien Agents, for their benefit and the benefit of the Second Lien Creditors, may retain a junior Lien on such assets subject to the terms 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 Second Lien Agents or the First Priority Secured PartiesLien Agent, as the Second Priority Representative and the other Second Priority Secured Parties agree case may be, each Creditor 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 2.4 2.6 shall be subject to Section 4.1.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party Grantor shall have any right to create any Lien, Second Priority Lien on any assets of any Loan Party securing any Second Priority Obligation if Grantor unless these same assets are not subject to, and do not or will become subject to, a Lien securing the First Priority Obligations Lien and (b) if any Second Priority Secured Party shall acquire or hold any Second Priority Lien on any assets of any Loan Party securing any Second Priority Obligation Grantor which assets are not also subject to the first-priority First Priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, 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 (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.

No New Liens. So long as If the applicable First Priority Documents require a pledge of all inventory and related assets and the applicable First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) unless otherwise agreed in writing by the First Priority Creditors, there shall be no Lien, and no Loan Party Borrower shall have any right to create any Lien, on any assets consisting of inventory or related assets of any Loan Party Borrower securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any such assets of any Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative Creditors under the First Priority Documents, then the Second Priority Representative, upon demand by the First Priority Representativewill, 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 Document, either (i) release such Lien or (ii) assign it to the First Priority Representative Creditors as security for the First Priority Obligations (in which case the Second Priority Representative may retain a junior Lien lien on such assets subject to the terms 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 Priority Secured PartiesCreditors, the Second Priority Representative and the other Second Priority Secured Parties 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 2.4 shall be subject to Section 4.1.