Common use of No New Liens Clause in Contracts

No New Liens. So long as the Discharge of Term Obligations has not occurred, the parties hereto agree that the Company or any other Grantor shall not grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation unless it has granted or contemporaneously grants (x)(i) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) shall be subject to Section 2.3.

No New Liens. So long as neither the Discharge of Term ABL Obligations nor the Discharge of Note Obligations has occurred, whether or not occurredany Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Issuers or any other Grantor, the parties hereto agree agree, subject to Article VI, that the Company or Issuers shall not, and shall not permit any other Grantor shall not to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Note Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such Obligations; or (b) grant or permit any additional Liens on any asset or property constitutes TL Priority Collateral to secure any ABL Obligations unless it has granted or (ii) concurrently grants a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Note Obligations. To the extent any additional Liens are granted on any asset or property (except as contemplated by Section 2.4) pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and or remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the ABL Claimholders, and the Notes Secured PartiesAgent, agrees on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Term Obligations has not occurred, the parties hereto agree that the Company Parent or any other Grantor shall not grant or permit any additional Liens in favor of the ABL Agent or any ABL Lender on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligation, except for those created by the ABL Security Documents, unless it has granted or substantially contemporaneously grants a Lien therein in favor of the Term Agent, and once granted, such Lien shall become, pursuant to this Agreement, (x)(ii) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Term Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the other Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, itself and the Notes Collateral Agent, on behalf of the Notes other ABL Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Term Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) shall be subject to Section 2.3.

No New Liens. So long as During the Discharge term of Term Obligations this Agreement, whether or not any Insolvency or Liquidation Proceeding has not occurred, the parties hereto agree that been commenced by or against one or more of the Company or any other Grantor Grantor, the parties hereto agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor (that does not otherwise constitute Fixed Asset Collateral) to secure any ABL Obligation or Notes Obligation Fixed Asset Obligations unless it has granted or contemporaneously grants (x)(i) a First Priority Lien takes all reasonable actions that are within its control to xxxxx x Xxxx on such asset or property to the ABL Agent to secure the Term ABL Obligations if on or before the time of the grant of a Lien thereon to secure such Fixed Asset Obligations; (b) grant or permit any additional Liens on any asset or property constitutes TL Priority Collateral or (iithat does not otherwise constitute ABL Collateral) a Second Priority Lien to secure any ABL Obligations unless it takes all reasonable actions that are within its control to xxxxx x Xxxx on such asset or property to the Collateral Trustee to secure the Term Fixed Asset Obligations if on or before the time of the grant of Liens thereon to secure such ABL Obligations; To the extent any additional Liens are granted on any asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions in contravention of clause (x)(i) in the immediately preceding sentence are not complied with this Section 2.3 for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured PartiesABL Claimholders, agrees and the Collateral Trustee, on behalf of the Fixed Asset Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as During the Discharge term of Term Obligations this Agreement, whether or not any Insolvency or Liquidation Proceeding has not occurred, the parties hereto agree that been commenced by or against one or more of the Company or any other Grantor Grantor, the parties hereto agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor (that does not otherwise constitute Senior Secured Notes Collateral) to secure any ABL Obligation or Senior Secured Notes Obligation Obligations unless it has granted or contemporaneously grants (x)(i) a First Priority Lien takes all reasonable action that is within its control to xxxxx x Xxxx on such asset or property to the ABL Agent to secure the Term ABL Obligations if on or before the time of the grant of a Lien thereon to secure such Senior Secured Notes Obligations; (b) grant or permit any additional Liens on any asset or property constitutes TL Priority Collateral or (iithat does not otherwise constitute ABL Collateral) a Second Priority Lien to secure any ABL Obligations unless it takes all reasonable action that is within its control to xxxxx x Xxxx on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property Senior Secured Notes Agent to secure the ABL Senior Secured Notes Obligations if such asset on or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property before the time of the grant of Liens thereon to secure the such ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions any additional Liens are granted on any asset or property in contravention of clause (x)(i) in the immediately preceding sentence are not complied with this Section 2.3 for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the ABL Claimholders, and the Senior Secured Notes Agent, on behalf of the Senior Secured PartiesNotes Claimholders, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as Until the Discharge of Revolving Credit Obligations and the Discharge of Term Loan Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against one or more of the Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that: (a) Subject to Section 2.5, there shall be no Liens on any asset or property to secure any Term Loan Obligation unless a Lien on such asset or property also secures the Company or any other Grantor Revolving Credit Obligations; or (b) subject to Section 2.5, there shall not grant or permit any additional be no Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Revolving Credit Obligations unless it has granted or contemporaneously grants (x)(i) a First Priority Lien on such asset or property to secure also secures the Term Obligations if such Loan Obligations. To the extent any additional Liens are granted on any asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on such any asset or property to secure the any Term Obligations if such asset Loan Obligation or property constitutes ABL Priority CollateralRevolving Credit Obligation, (y)(i) as applicable, and a Second Priority corresponding Lien on such asset or property is not granted to secure the ABL Revolving Credit Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Term Loan Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, as applicable, without limiting any other rights and remedies available to hereunder, the Term Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Revolving Credit Agent, on behalf of ABL Secured Parties, the Revolving Credit Claimholders and the Notes each Term Loan Collateral Agent, on behalf of the Notes Secured Partiesapplicable Term Loan Claimholders, agrees agree that, subject to Section 2.5, (i) such applicable Collateral Agent that has been granted such Lien shall also hold such Lien on behalf of the other Collateral Agent subject to the relative priorities set forth in Section 2.1 and (ii) any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So Subject to Article 6, so long as the Discharge of Term ABL Obligations has and the Discharge of Priority Lien Obligations have not occurred, the parties hereto agree that whether or not any Insolvency Proceeding has been commenced by or against the Company or any other Grantor Grantor, the ABL Agent, the ABL Claimholders, the Priority Lien Debt Collateral Agents and the Priority Lien Claimholders, each acknowledge and agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure all of the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien Obligations; or (b) grant or permit any additional Liens on such any asset or property to secure the Term any Priority Lien Obligations if such asset unless it has granted or property constitutes ABL Priority Collateral, (y)(i) concurrently grants a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to hereunder, the Term ABL Agent and each Priority Lien Debt Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted or permitted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Term ABL Obligations has and the Discharge of Secured Obligations have not occurred, the parties hereto agree that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor Grantor, the ABL Agent, the ABL Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each acknowledge and agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure all of the Term Obligations if such asset Secured Obligations; or (b) grant or property constitutes TL Priority Collateral or (ii) a Second Priority Lien permit any additional Liens on such any asset or property to secure the Term any Secured Obligations if such asset unless it has granted or property constitutes ABL Priority Collateral, (y)(i) concurrently grants a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1 (and with respect to priorities among the Junior Liens and Priority Liens, also in accordance with the terms of the Collateral Trust Agreement). In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL the Collateral Trustee and each Secured PartiesDebt Representative, and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted or permitted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as one or more of the Discharge of the ABL Obligations, the Discharge of the First-Lien Notes Obligations, the Discharge of the Second-Lien Notes Obligations, the Discharge of the Third-Lien Notes Obligations and the Discharge of Term Loan Obligations has not occurred, the parties hereto agree that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor Grantor, the parties hereto agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such and each of the other Notes Obligations; or (b) grant or permit any additional Liens on any asset or property constitutes TL Priority Collateral to secure any ABL Obligations unless it has granted or (ii) concurrently grants a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure all of the Notes Obligations. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the ABL Claimholders and each of the Notes Secured PartiesAgents, agrees on behalf of their respective Notes Claimholders agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So The parties hereto agree that so long as the Discharge of Term First Lien Obligations has not occurred, none of the parties hereto agree that the Company Grantors shall, or shall permit any other Grantor shall not of its Subsidiaries to, (i) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation Second Lien Obligations unless such Lien is in favor of the Second Lien Administrative Agent and such Grantor or Notes Obligation unless it such Subsidiary has granted granted, or contemporaneously grants (x)(i) concurrently therewith grants, a First Priority Lien on such asset or property in favor of the First Lien Administrative Agent to secure the Term Obligations if such asset or property constitutes TL Priority Collateral First Lien Obligations, or (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligations (other than assets in respect of which the Second Lien Administrative Agent has declined a Second Priority Lien) unless such Lien is in favor of the First Lien Administrative Agent and such Grantor or such Subsidiary has granted, or concurrently therewith grants, a Lien on such asset or property in favor of the Second Lien Administrative Agent to secure the Term Obligations if Second Lien Obligations, with each such asset or property constitutes ABL Priority CollateralLien referenced in this Section 2.03 to be subject to the provisions of this Agreement, in each case, subject to the terms and conditions hereof (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral including Sections 5.01 and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations5.02 hereof). To the extent that the provisions of clause (x)(i) in the immediately preceding sentence this Section 2.03 are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Term Collateral First Lien Administrative Agent and/or or the Term other First Lien Secured Parties, each of the ABL Collateral AgentSecond Lien Administrative Agent agrees, on behalf of ABL Secured Parties, for itself and the Notes Collateral Agent, on behalf of the Notes other Second Lien Secured 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 on the TL Priority Collateral any Lien granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.03 shall be subject to Section 2.34.02.

No New Liens. So long as the Discharge of Term Obligations has not occurred, the parties hereto agree that the Company any Borrower or any other Grantor shall not grant or permit any additional Liens in favor of the ABL Agent or any ABL Secured Party on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligation, unless it has granted or substantially contemporaneously grants a Lien therein in favor of each Term Representative, and once granted, such Lien shall become, pursuant to this Agreement, (x)(ii) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Term Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent Representatives and/or the other Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, itself and the Notes Collateral Agent, on behalf of the Notes other ABL Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Term Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) shall be subject to Section 2.3.

No New Liens. So long as the Discharge of Term ABL Obligations has not occurred, the parties hereto agree that the Company any Borrower or any other Grantor shall not grant or permit any additional Liens in favor of any Term Representative or any Term Secured Party on any asset or property of any Grantor to secure any ABL Term Obligation or Notes Obligation (other than any Lien granted in favor of the Term Representatives in respect of the New York Mortgaged Property), unless it has granted or substantially contemporaneously grants (x)(i) a First Priority Lien on therein in favor of each Representative, and once granted, such asset or property Lien shall become, pursuant to secure the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateralthis Agreement, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (iii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and or (zii) a Third Second Priority Lien on such asset or property to secure the Notes ObligationsABL Obligations if such asset or property constitutes Term Priority Collateral. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral ABL Agent and/or the Term other ABL Secured Parties, each of the ABL Collateral AgentTerm Representative, on behalf of ABL Secured Parties, itself and the Notes Collateral Agent, on behalf of the Notes other Term Secured PartiesParties that it represents, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL ABL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c3.1(c) shall be subject to Section 2.33.3.

No New Liens. So long as Until the Discharge of Term Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against one or more of the Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that: (a) there shall be no Liens on any asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Company or any other Grantor Revolving Credit Obligations; or (b) subject to Section 2.5 below, there shall not grant or permit any additional be no Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Revolving Credit Obligations unless it has granted or contemporaneously grants (x)(i) a First Priority Lien on such asset or property to secure also secures the Term Obligations if such Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on such any asset or property to secure the Term Obligations if such asset any Fixed Asset Obligation or property constitutes ABL Priority CollateralRevolving Credit Obligation, (y)(i) as applicable, and a Second Priority corresponding Lien on such asset or property is not granted to secure the ABL Revolving Credit Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Fixed Asset Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, as applicable, without limiting any other rights and remedies available to hereunder, the Term Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Revolving Credit Collateral Agent, on behalf of the Notes Secured PartiesRevolving Credit Claimholders and each Fixed Asset Collateral Agent, agrees on behalf of the applicable Fixed Asset Claimholders, agree that (i) such applicable Collateral Agent that has been granted such Lien shall also hold such Lien on behalf of the other Collateral Agent subject to the relative priorities set forth in Section 2.1 and (ii) any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Term First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company or shall not, and shall not permit any other Grantor shall not to: (i) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Second Lien Obligation unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure the Term Obligations if First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (ii) grant or permit any additional Liens on any asset or property constitutes TL Priority Collateral to secure any First Lien Obligations unless it has granted or (ii) concurrently grants a Second Priority Lien on such asset or property to secure the Term Obligations Second Lien Obligations; provided, however, that this provision will not be violated if such the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property constitutes ABL Priority Collateral, (y)(i) and the Second Lien Collateral Agent states in writing that the Second Lien Note Facility Documents prohibit the Second Lien Collateral Agent from accepting a Second Priority Lien on such asset or property of the Second Lien Collateral Agent otherwise expressly declines to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) accept a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligationsproperty. To the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term First Lien Collateral Agent and/or the Term Secured PartiesFirst Lien Claimholders, each of the ABL Second Lien Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured PartiesSecond Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Pari Term Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company or any and each other Grantor shall not grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation unless it has granted or contemporaneously grants (x)(ii) a First Priority Lien on such asset or property to secure the Pari Term Debt Obligations if such asset or property constitutes TL Pari Term Debt Priority Collateral or and a (ii) a Second Priority Lien on such asset or property to secure the Pari Term Debt Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent any additional Liens are granted on any asset or property pursuant to this clause (c), the priority of such additional Liens shall be determined in accordance with Section 2.1(a) or 3.1(a), as applicable. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to hereunder, the Term Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Agent, Agents on behalf of ABL themselves and their respective Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted or permitted in contravention of such clause (x)(i) of this Section 2.1(c) shall be subject to Section 2.32.3 or Section 3.3, as applicable.

No New Liens. So long as Until the Discharge of Term Priority Obligations and the Discharge of Notes Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has not occurredbeen commenced by or against Holdings, the Borrower or any other Grantor, the parties hereto acknowledge and agree that the Company or any other Grantor it is their intention that there shall not grant or permit any additional be no Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation unless it has granted or contemporaneously grants (x)(i) a First Priority Lien on such asset or property to secure also secures the Term Obligations if such Priority Obligations. To the extent any additional Liens are granted on any asset or property constitutes TL Priority as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted to any Notes Collateral Agent or (ii) a Second Priority Lien any Notes Claimholder on such any asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateralany Notes Obligation, (y)(i) and a Second Priority corresponding Lien on such asset or property is not granted to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Priority Collateral Agent, on behalf of ABL Secured Parties, the applicable Priority Claimholders and the each Notes Collateral Agent, on behalf of the applicable Notes Secured PartiesClaimholders, agrees agree that (a) any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2 and (b) such Notes Collateral Agent or Notes Claimholder (i) shall notify each Priority Collateral Agent promptly upon becoming aware thereof, and (ii) shall be deemed to hold and have held (subject to the relative priorities set forth in Section 2.01) such Lien for the benefit of each Priority Collateral Agent and Priority Claimholders as security for the Priority Obligations. For the avoidance of doubt, the Notes Obligations shall not at any time be secured by any Liens granted by the Credit Parties that are not US Credit Parties (as defined in the Revolving Credit Agreement).

No New Liens. So long as Until the Discharge of Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Term Obligations has not occurredLoan Borrower, the Revolving Credit Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that: there shall be no Liens on any asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Company Revolving Credit Obligations; or any other Grantor subject to Sections 2.5 and 2.6, there shall not grant or permit any additional be no Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Revolving Credit Obligations unless it has granted or contemporaneously grants (x)(i) a First Priority Lien on such asset or property to secure also secures the Term Obligations if such Fixed Asset Obligations. To the extent any additional Liens are granted on any asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on such any asset or property to secure the Term Obligations if such asset any Fixed Asset Obligation or property constitutes ABL Priority CollateralRevolving Credit Obligation, (y)(i) as applicable, and a Second Priority corresponding Lien on such asset or property is not granted to secure the ABL Revolving Credit Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Fixed Asset Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, as applicable, without limiting any other rights and remedies available to hereunder, the Term Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Revolving Credit Collateral Agent, on behalf of the Notes Secured PartiesRevolving Credit Claimholders and each Fixed Asset Collateral Agent, agrees on behalf of the applicable Fixed Asset Claimholders, agree that, subject to Sections 2.5 and 2.6, (i) such applicable Collateral Agent that has been granted such Lien shall also hold such Lien on behalf of the other Collateral Agent subject to the relative priorities set forth in Section 2.1 and (ii) any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Term First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company or shall not, and shall not permit any other Grantor shall not to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Second Lien Obligation unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure the Term Obligations if First Lien 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 constitutes TL Priority Collateral to secure any First Lien Obligations unless it has granted or (ii) concurrently grants a Second Priority Lien on such asset or property to secure the Term Obligations Second Lien Obligations; provided, however, that this provision will not be violated if such the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property constitutes ABL Priority Collateral, (y)(i) and the Second Lien Collateral Agent states in writing that the Second Lien Note Facility Documents prohibit the Second Lien Collateral Agent from accepting a Second Priority Lien on such asset or property of the Second Lien Collateral Agent otherwise expressly declines to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) accept a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligationsproperty. To the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term First Lien Collateral Agent and/or the Term Secured PartiesFirst Lien Claimholders, each of the ABL Second Lien Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured PartiesSecond Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as neither the Discharge of Term ABL Obligations nor the Discharge of Notes Obligations has not occurred, the parties hereto agree that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor Grantor, the parties hereto agree, subject to Article VI, that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such Obligations; or (b) grant or permit any additional Liens on any asset or property constitutes TL Priority Collateral or (iiother than Excluded Foreign Collateral) a First Priority Lien on such asset or property to secure the any ABL Obligations if such asset unless it has granted or property constitutes ABL Priority Collateral and (z) concurrently grants a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent any additional Liens are granted on any asset or property (other than Excluded Foreign Collateral) pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the ABL Claimholders, and the Notes Secured PartiesAgent, agrees on behalf of Notes Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Term Obligations First Priority Claims has not occurred, the parties hereto agree that the Company or any other Grantor Obligors shall not (a) grant or permit any additional Liens Lien on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Third Priority Claim unless it has granted or contemporaneously grants (x)(i) a First Priority Lien Liens on such asset or property to secure the Term Obligations if such First Priority Claims and the Second Priority Claims; (b) grant or permit on any Lien on any asset or property constitutes TL Priority Collateral or (ii) a to secure any Second Priority Lien Claim unless it has granted Liens on such asset or property to secure the Term Obligations if such First Priority Claims and the Third Priority Claims; or (c) grant or permit any additional Lien on any asset or property constitutes ABL to secure any First Priority Collateral, (y)(i) Claim unless it has granted a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Second Priority Collateral or (ii) a First Priority Lien on such asset or property to secure Claims and the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes ObligationsClaims. To the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term First Priority Collateral Agent, the Lender Agent and/or the Term First Priority Secured Parties, (A) each of the ABL Second Priority Collateral AgentAgent and the 2010 Trustee, on behalf of ABL Secured Parties, itself and the Notes Collateral Agent, on behalf of the Notes other Second Priority Secured Parties, agrees that any amounts amount received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2 and (B) each of the Third Priority Collateral Agent, the 2015 Trustee and each Additional Third Priority Representative, on behalf of themselves and the other Third Priority Secured Parties, agrees that any amount received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. So Subject to Article 6, so long as the Discharge of Term ABL Obligations has and the Discharge of Priority Lien Obligations have not occurred, the parties hereto agree that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor Grantor, the ABL Agent, the ABL Claimholders, the Collateral Trustee, the Priority Lien Representatives and the Priority Lien Claimholders, each acknowledge and agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure all of the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien Obligations; or (b) grant or permit any additional Liens on such any asset or property to secure the Term any Priority Lien Obligations if such asset unless it has granted or property constitutes ABL Priority Collateral, (y)(i) concurrently grants a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, the Collateral Trustee and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees each Priority Lien Representative agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted or permitted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.34.2.

No New Liens. So long as the Discharge of Term ABL Obligations has not occurred, the parties hereto agree that the Company Parent or any other Grantor shall not grant or permit any additional Liens in favor of the Term Agent or any Term Lender on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Term Obligation, except for those created by the Term Security Documents, unless it has granted or substantially contemporaneously grants (x)(i) a First Priority Lien on therein in favor of the ABL Agent, and once granted, such asset or property Lien shall become, pursuant to secure the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateralthis Agreement, (y)(i) a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (iii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and or (zii) a Third Second Priority Lien on such asset or property to secure the Notes ObligationsABL Obligations if such asset or property constitutes Term Priority Collateral. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral ABL Agent and/or the Term other ABL Secured Parties, each of the ABL Collateral Term Agent, on behalf of ABL Secured Parties, itself and the Notes Collateral Agent, on behalf of the Notes other Term Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL ABL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c3.1(c) shall be subject to Section 2.33.3.

No New Liens. So Subject to Article 6, so long as the Discharge of Term ABL Obligations has and the Discharge of Priority Lien Obligations have not occurred, the parties hereto agree that whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor Grantor, the ABL Agent, the ABL Claimholders, the Collateral Trustee, the Priority Lien Representatives and the Priority Lien Claimholders, each acknowledge and agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any ABL Obligation or Notes Obligation Obligations unless it has granted or contemporaneously concurrently grants (x)(i) a First Priority Lien on such asset or property to secure all of the Term Obligations if such asset or property constitutes TL Priority Collateral or (ii) a Second Priority Lien Obligations; or (b) grant or permit any additional Liens on such any asset or property to secure the Term any Priority Lien Obligations if such asset unless it has granted or property constitutes ABL Priority Collateral, (y)(i) concurrently grants a Second Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Partieshereunder, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, the Collateral Trustee and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees each Priority Lien Representative agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the TL Priority Collateral granted or permitted in contravention of such clause (x)(i) of this Section 2.1(c) 2.3 shall be subject to Section 2.3.4.2. Article 5