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, 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, 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 treated 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 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 AgentAgent 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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, (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, in each case, 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 AgentAdministrative 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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 Priority Claims has not occurred, none of the Grantors shall, or nor shall any Grantor permit any of its Subsidiaries to, (ai) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the First Lien Obligations Priority Claims or (bii) grant or permit any additional Liens on any asset of a Grantor to secure any First Lien Obligations Priority Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor to secure the Second Lien Obligations, in each casePriority Claims, 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 AgentPriority Agent or the other First Priority Secured Party, the Second Lien Collateral Priority Agent agrees, for itself and on behalf of the other Second Lien Priority Secured Parties, that any amounts received by or distributed to any Second Lien Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this SECTION Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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 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, 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 AgentAgent 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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 parties hereto agree that neither Holdings nor the Borrowers shall, or and shall not permit any of its Subsidiaries other Grantor 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 to secure any First but, in the case of First-Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien constituting Existing Senior Notes Obligations, in each case, with each such Lien to be subject only to the provisions extent required by the Equal and Ratable Provision) and has taken all actions to perfect such Liens with the level of priority set forth in 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 First-Lien Collateral Agent and/or the other First-Lien Creditors, the Second-Lien Collateral Agent, the Second Lien Collateral Agent agrees, for itself and on behalf of itself and the other Second Second-Lien Secured PartiesCreditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien 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 Section 2.3 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV subject to Section 4.2 hereof.

No New Liens. (a) The parties hereto agree that, so long as after the Discharge of First date hereof, if any Term Loan Secured Party shall hold any 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 Collateral securing any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Term Loan 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 that is not also subject to the provisions Lien of this Agreementthe Revolving Credit Agent under the Revolving Credit Documents (unless as a result of the written waiver by Revolving Credit Agent of such Lien), such Term Loan Secured Party, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Document, be deemed to also hold and have held such Lien for the benefit of the Revolving Credit Agent as security for the Revolving Loan Obligations (subject to the lien priorities set forth in Section 2.2 above) and shall promptly notify the Revolving Credit Agent of the existence of such Lien. To the extent that the provisions of the immediately preceding sentence this Section 2.4(a) are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral AgentRevolving Credit Agent or any other Revolving Credit Secured Party, the Second Lien Collateral Term Loan Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that any amounts amount received by or distributed to any Second Lien Term Loan Secured Party pursuant to or as a result of any Lien granted in contravention of this SECTION 2.03 Section shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV subject to Section 4 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, 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 AgentAgent 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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, in each case, 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 AgentAgent and/or the 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 Section 2.3 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.2.

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, in each case, 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 AgentAgent and/or the 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 Section 2.3 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.2.

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 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, 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 AgentAdministrative 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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 Loan Parties 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, in each case, 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 AgentAdministrative 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 Section 14.1(c) shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 14.4(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 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, in each case, 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 AgentSecured Party and/or the First Lien Claimholders, 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 Section 2.3 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.2.

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 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 AgentAdministrative 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 Section shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.02.

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 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, 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 Priority Lien Collateral AgentAgent or the other Priority Lien Secured Party, 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 3.05(b).

No New Liens. The parties hereto agree that, so So long as the Discharge of First Lien Term Loan Obligations has not occurred, none of except as contemplated by Section 2.1(f) or Section 2.5(c), the Grantors shall, or parties hereto agree that no Borrower nor any other Grantor 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 ABL Facility Obligation unless it has granted, granted or concurrently therewith grants, contemporaneously grants (i) a First Priority Lien on such asset or property to secure the Term Loan Obligations if such asset or property constitutes Term Loan First Lien Obligations Collateral 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 Second Priority Lien on such asset or property to secure the Second Term Loan Obligations if such asset or property constitutes ABL Facility First Lien Obligations, in each case, with each such Lien to be subject to the provisions of this AgreementCollateral. To the extent that the provisions of clause (i) in 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 Term Loan Security Agent and/or the Term Loan Secured Parties, the ABL Facility Security Agent, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien ABL Facility 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 Liens on the Term Loan First Lien Collateral granted in contravention of such clause (i) of this SECTION 2.03 Section 2.1(c) shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 2.3.

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, in each case, 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 AgentAgent and/or the First Lien Claimholders, 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 Section 2.3 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.2.

No New Liens. The parties hereto agree that, so (a) So long as the Discharge of the First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its Subsidiaries to, parties hereto agree that (a) grant or permit there shall be no Lien, and no Credit Party shall have any additional Liens right to create any Lien, on any asset to secure assets of any Second Lien Credit Party securing any Junior Obligation unless it has grantedif these same assets are not subject to, or concurrently therewith grantsand do not become subject to, a Lien on such asset to secure securing the First Lien Obligations or and (b) grant if any Junior Secured Party shall acquire or permit hold any additional Liens Lien on any asset to secure assets of 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 Credit Party securing any Junior Obligation which assets are not also subject to the provisions of this Agreement. To the extent that the provisions first-priority Lien of the immediately preceding sentence are not complied with First Lien Agent under the First Lien Documents, then the Junior Lien Agents, as applicable, upon demand by the First Lien Agent, will without the need for any reason, without limiting further consent of any other right Junior Secured Party, notwithstanding anything to the contrary in any other Junior Document either (i) release such Lien or remedy available (ii) assign it to the First Lien Collateral Agent, Agent as security for the First Lien Obligations (in which case the Second Lien Collateral Agent agreesmay retain a second priority lien on such assets subject to the terms hereof and the Third Lien Agent may retain a third priority lien on such assets subject to the terms hereof). Notwithstanding the foregoing, for itself and on behalf of the other Second Third 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 Obligations shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsecured by only the Third Lien Mortgage.

No New Liens. The parties hereto agree that, so (a) So long as the Discharge of First 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 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 or Third-Lien Obligation unless it the Borrower or the respective such Subsidiary is a Grantor hereunder and 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 to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure in accordance with the Second Lien Obligations, relevant priority set forth in each case, with each such Lien to be subject to the provisions of this Agreement. To the extent that the forgoing 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, the Second First-Lien Collateral Agent agreesand/or the other First-Lien Creditors, for itself and the Second-Lien Collateral Agent on behalf of itself and the other Second Second-Lien Secured PartiesCreditors and the Third-Lien Collateral Agent on behalf of itself and the other Third-Lien Creditors, and each Second-Lien Creditor and Third-Lien Creditor (in each case by its acceptance of the benefits of the respective Security 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 Section 2.3(a) shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.2(a).

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 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 grantsgrants (or offers to grant), 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 Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grantsgrants (or offers to grant), a Lien on such asset of such Grantor to secure the Second Lien Obligations, in each case, with each Obligations and has taken all actions required to perfect such Lien to be subject to the provisions of this AgreementLiens. 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 AgentAgent or the other Priority 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 3.05(b).

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 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 AgentAdministrative 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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, in each case, 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, 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 treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereof.

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, in each case, 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 AgentAgent 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 Section 2.03 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject 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, (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, 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 Collateral Agents, as applicable, or the other First Lien Collateral Agent, the Secured Parties or other Second Lien Secured Parties, 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 Section 2.01(c) shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.02.

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 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 Obligations, in each caseIndebtedness, 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 AgentAdministrative 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 Section 2.3 shall be treated as Reserve Proceeds or Other Reserved Proceeds, mutatis mutandis under ARTICLE IV hereofsubject to Section 4.2.