Common use of No New Liens Clause in Contracts

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First First-Lien Obligations has not occurred, none of the Grantors shall, or parties hereto agree that no Grantor shall permit any of its subsidiaries to, (a) grant or permit any additional Liens Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Second Second-Lien Obligation unless it has granted, or concurrently therewith grants, also granted a Lien on such asset or property to secure the First First-Lien Obligations or (b) grant or permit any additional Liens on any asset and has taken all actions to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on perfect such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this AgreementLiens. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy rights and remedies available to the First First-Lien Collateral Agent or and/or the other First First-Lien Secured Parties, the Second Second-Lien Collateral Agent agreesAgent, for itself and on behalf of itself and the other Second Second-Lien Secured Parties, and each other Second-Lien Secured Party (by its acceptance of the benefits of the Second-Lien Loan Documents), agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2 hereof.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries Subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a First Priority Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Second Priority Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement, in each case, subject to the terms and conditions hereof (including Sections 5.01 and 5.02 hereof). To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, the Grantors shallparties hereto agree that U.S. Borrower shall not, or and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries Subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, in each case, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured PartiesAgent, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section SECTION 2.03 shall be subject to Section 4.02treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereof.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries Subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallparties hereto agree that the Borrower and Holdings shall not, or and shall not permit any of its subsidiaries their Subsidiaries to, (ai) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the First Lien Obligations or Obligations, and (bii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or Agent, the other First Lien Secured Parties, the Second Lien Collateral Agent agreesand/or the Second Lien Secured Parties, the Second Lien Agent, on behalf of Second Lien Secured Parties, and the First Lien Agent, for itself and on behalf of the other Second First Lien Secured Partiesparties, agree that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallCompany or any other Grantor, or the parties hereto agree that the Company shall not, and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries Subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has grantedconcurrently, or concurrently therewith grantspromptly thereafter, grants a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement, in each case, subject to the terms and conditions hereof (including Sections 5.01 and 5.02 hereof). To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02. All proceeds of such additional Collateral shall in any event be applied in accordance with this Agreement.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurredwhile this Agreement is in effect, none of the Grantors shall, or shall permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations Indebtedness, or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations Indebtedness unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien ObligationsIndebtedness, with each such Lien to be subject to the provisions of this Agreement. To Subject to Section 3.1, to the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallparties hereto agree that the Borrower shall not, or and shall not permit any of its subsidiaries Guarantor to, (a) grant or permit any additional Liens on any asset Property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a senior Lien on such asset Property to secure the First Lien Obligations or Obligations, and (b) grant or permit any additional Liens on any asset Property to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a junior Lien on such asset Property to secure the Second Lien Obligations, with each Obligations and any such Lien referred to in this Section 2.3 shall be subject to the provisions of this AgreementSection 2.1 and Section 3. 1. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy rights and remedies available to the First Lien Collateral Agent or Representative and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesRepresentative, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallBorrower or any other Grantor, or the parties hereto agree that the Borrower shall not, and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.3.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors Loan Parties shall, or shall permit any of its subsidiaries Subsidiaries to, (ai) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (bii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this AgreementSection 14. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, each of the Second Lien Collateral Facility Lenders and the Second Lien Administrative Agent agrees, (for itself and on behalf of the other Second Lien Secured Parties, ) agrees that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 14.1(c) shall be subject to Section 4.0214.4(b).

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallCompany or any other Grantor, or the parties hereto agree that the Company shall not, and shall not permit any of its subsidiaries to, (a) other Grantor to grant or permit (and the Second Lien Claimholders agree that they shall not receive) any additional Liens Liens, or take any action to perfect a Lien, on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a first priority Lien is granted to the First Lien Collateral Agent on such asset or property to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, that the Seller shall not (i) so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries to, (a) grant or permit any additional Liens (other than those granted under the Second Lien Transaction Documents on the date hereof) on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a senior and prior Lien on such asset or property to secure the First Lien Obligations Obligations, or (bii) grant or permit any additional Liens (other than those granted under the First Lien Transaction Documents on the date hereof) on any asset or property to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a junior and subordinate Lien on such asset or property to secure the Second Lien Obligations, with each . Any such Lien to granted in accordance with this Section 2.3 shall be subject to the provisions of this AgreementSection 2.1 and 3. 1. To In the extent event that the provisions of the immediately preceding sentence are foregoing clause (i) is not complied with for any reason, without limiting any other right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallparties hereto agree that neither the Parent Guarantor nor the Borrower shall , or and nor shall they permit any of its subsidiaries Subsidiary Guarantor to, (ai) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the First Lien Obligations or Obligations, and (bii) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so 2.1 So long as the Discharge of First Lien Loan Obligations has have not occurredbeen Paid in Full, none of the Grantors shall, or Borrowers agree that no Obligor shall permit any of its subsidiaries to, (ai) grant or permit any additional Liens on any asset or property to secure any Second Lien Loan Obligation unless it (and the Second Lien Agent and each Second Lien Lender shall not accept any such Lien unless) such Obligor has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the First Lien Loan Obligations or and (bii) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations Loan Obligation unless it (and the First Lien Agent and each First Lien Lender shall not accept any such Lien unless) such Obligor has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the Second Lien Loan Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of the immediately preceding sentence this Section 2.1 are not complied with for any reason, without limiting any other right or remedy rights and remedies available to the First Lien Collateral Agent or the other and/or First Lien Secured PartiesLenders, Second Lien Agent on behalf of itself and the Second Lien Collateral Agent agreesLenders, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of Liens granted to any Lien granted of them in contravention of this Section 2.03 2.1 shall be subject to Section 4.023.4.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallCompany, any other Grantor or any Subsidiary, the parties hereto agree that no Grantor or Subsidiary shall grant or permit to exist any Liens on any of its subsidiaries to, their respective assets (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation Obligations unless it has granted, or concurrently therewith grants, a Lien has been granted on such asset to secure the First Lien Obligations Obligations, or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien has been granted on such asset to secure the Second Lien Obligations (provided, that failure to comply with this Section 2.3 shall not affect the validity or enforceability of any Lien granted to secure any First Lien Obligations). Without limiting any other rights and remedies available to the First Lien Agent and the First Lien Claimholders hereunder, the parties agree that if any property of the Company, any other Grantor or any Subsidiary is subject to a Lien (including a judgment lien) securing Second Lien Obligations and such property is not subject to a Lien securing the First Lien Obligations, with each such Lien to property shall nevertheless be subject to the provisions of Section 4.2 of this Agreement to the same extent as if it were “Collateral” as defined in and for purposes of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries to, (ai) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (bii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent Agents, as applicable, or the other First Lien Secured Parties or other Second Lien Secured Parties, the Second Lien as applicable, each Collateral Agent agrees, agrees (for itself and on behalf of the other Second Lien Secured PartiesParties it represents), that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 2.01(c) shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallparties hereto agree that the Company shall not, or and shall not permit any of its subsidiaries Subsidiary to, (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the First Lien Obligations or Obligations, and (b) grant or permit any additional Liens pursuant to the Credit Agreement on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a Lien on such asset to secure the Second Lien Obligations; provided, with each such however that this Section 2.3 shall not be violated by a release of liens by the First Lien to be subject to Collateral Agent without the provisions of this Agreementrelease by the Second Lien Collateral Agent and vice versa. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Company or any other Grantor, the Grantors shallparties hereto agree that each Company shall not, or and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property of Holdings, the US Company and any domestic subsidiary of the US Company to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (b) grant or permit any additional Liens on any asset or property of Holdings, the US Company and any domestic subsidiary of the US Company to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Security Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesSecurity Agent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallBorrower shall not, or and shall not permit any of its subsidiaries Subsidiaries or equity owners to, : (a) grant or permit any additional Liens on any asset Property to secure any Second Lien Secured Obligation unless it has granted, or concurrently therewith grants, a senior Lien on such asset Property to secure the First Lien Obligations or Secured Obligations, or (b) grant or permit any additional Liens on any asset Property to secure any First Lien Secured Obligations unless it has granted, or concurrently therewith grants, a second Lien on such asset Property to secure the Second Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence this Section 2.03 are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallparties hereto agree that the Borrower shall not, or and shall not permit any of its subsidiaries other Grantor to, (ai) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the First Lien Obligations Obligations, or (bii) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of itself and the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Parent, the Grantors Company or any other Grantor, the parties hereto agree that neither Parent nor the Company shall, or shall permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Tensar or any other Grantor, the Grantors shallparties hereto agree that Tensar Holdings and Tensar shall not, or and shall not permit any of its subsidiaries to, other Grantor to (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or Secured Party and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesSecured Party, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallCompany or any other Grantor, or the parties hereto agree that the Company shall not, and shall not permit any of its subsidiaries to, other Grantor to (aand the Second Lien Claimholders agree that they shall not receive) grant or permit any additional Liens Liens, or take any action to perfect a Lien, on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a first priority Lien is granted to the First Lien Collateral Agent on such asset or property to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First Priority Lien Obligations has not occurred, none of the Grantors shall, or nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants, a Lien 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) grant or permit any additional Liens on any asset of a Grantor to secure any First Priority Lien Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Priority Lien Collateral Agent or the other First Priority Lien Secured PartiesParty, the Second Lien Collateral Agent Trustee agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.023.05(b).

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of and except as to the Grantors shallUncommon Collateral, the parties hereto shall not permit the Company or shall permit any of its subsidiaries other Pledgor Party to, (ai) grant or permit any additional Liens on any asset or property of any Pledgor Party to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations, and (bii) grant or permit any additional Liens on any asset of any Pledgor Party to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallparties hereto agree that the Company shall not, or and shall not permit any of its subsidiaries Subsidiary to, (ai) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, granted a Lien on such asset or property to secure the First Lien Obligations or Obligations, and (bii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, granted a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Priority Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallCompany or any other Grantor, or the parties hereto agree that the Company shall not, and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Secured Debt Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Priority Lien Obligations or Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (b) grant or permit any additional Liens on any asset or property to secure any First Priority Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Secured Debt Obligations, with each the parties hereto agreeing that any such Lien to shall be subject to the provisions of this AgreementSection 2.1 hereof;. To the extent that the provisions of the immediately preceding sentence are foregoing provision is not complied with for any reason, without limiting any other right or remedy rights and remedies available to the First Priority Lien Collateral Agent or Representative and/or the other First Priority Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesTrustee, for itself and on behalf of the other Second Lien Secured PartiesDebt Representatives and Secured Debt Claimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, the Grantors shallparties hereto agree that the Borrowers shall not, or and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to it or any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallBorrower shall not, or and shall not permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations this Agreement has not occurredterminated in accordance with its terms, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Lien Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First Lien Obligations or Senior Obligations; and (b) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any First Lien Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Lien Priority Debt Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or Representatives and/or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesRepresentatives, for itself and on behalf of the other Second Lien Secured PartiesParties of the Debt Facility for which it is acting, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.04 shall be subject to treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallBorrower or any other Grantor, or the parties hereto agree that the Borrower shall not, and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agreesCreditor, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.2.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shallBorrower shall not, or and shall not permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it the applicable Grantor has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it the applicable Grantor has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries Subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, in each case, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Obligations has not occurred, none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors shallCompany or any other Grantor, or the parties hereto agree that the Company shall not, and shall not permit any of its subsidiaries other Grantor to, : (a) grant or permit any additional Liens on any asset or property to secure any Second Parity Lien Obligation unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the First Lien Obligations or Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property to secure the Second Parity Lien Obligations, with each such Lien to be subject to the 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 right or remedy rights and remedies available to the First Lien Collateral Agent or and/or the other First Lien Secured PartiesClaimholders, the Second Parity Lien Collateral Agent agreesAgent, for itself and on behalf of the other Second Parity Lien Secured PartiesClaimholders, agrees that any amounts received by or distributed to any Second Lien Secured Party of them pursuant to or as a result of any Lien Liens granted in contravention of this Section 2.03 2.3 shall be subject to Section 4.024.3.

No New Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset to secure any Second Lien Obligation Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations or (b) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02.