Common use of No New Liens Clause in Contracts

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the date upon which all ABL Obligations Payment Dateshall have been paid in full and all commitments under the ABL Documents terminated, and for so long as the Second Lien Obligations are secured by any ABL Priority Collateral, the parties hereto agree that no Term Loan Second Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative Agents under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative Agents under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Second Lien Agent (or the relevant Term Loan Second Lien Secured Party) shall, without the need for any further consent of any other Term Loan Second Lien Secured Party Party, any Second Lien Borrower or any Second Lien Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Second Lien Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agents as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agents in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Senior Obligations Payment Date, no Term Loan Junior Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Junior Obligation which assets are not also subject to the Lien of the ABL Representative Senior Secured Parties under the ABL Senior Documents, subject to the Lien Priority set forth herein. If any Term Loan Junior Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Junior Obligation which assets are not also subject to the Lien of the ABL Representative Senior Secured Parties under the ABL Senior Documents, subject to the Lien Priority set forth herein, then the Term Loan such Junior Representative (or the relevant Term Loan Junior Secured Party) shall, without the need for any further consent of any other Term Loan Junior Secured Party and notwithstanding anything to the contrary in any other Term Loan Junior Document be deemed to also hold and have held such lien for the benefit of the ABL Senior Representative or Senior Representatives (as applicable) as security for the ABL Senior Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Senior Representative or Senior Representatives (as applicable) in writing of the existence of such Lien.

No New Liens. (a) Until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party Party, the Term Borrower or any Term Guarantor, and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Debt Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Debt Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Debt Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Debt Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Debt Representative (or the relevant Term Loan Debt Secured Party) shall, without the need for any further consent of any other Term Loan Debt Secured Party and notwithstanding anything to the contrary in any other Term Loan Debt Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment DateDate has occurred, (i) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Term Loan Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the ABL Obligations subject to the lien priorities set forth in Section 2.1 and (ii) if any Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority lien priorities set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth hereinSection 2.1, then the Term Loan Representative (or the relevant Term Loan Secured Party) shallAgent will, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the ABL Secured Parties, the Term Loan Agent and the other Term Loan Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1.

No New Liens. (a) Until the date upon which the ABL Obligations Payment Dateshall have been paid in full in cash and all commitments to extend credit under the ABL Documents have been terminated, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Revolving Credit Obligations Payment Date, no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Revolving Lender under the ABL Revolving Credit Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Revolving Lender under the ABL Revolving Credit Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Administrative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative Revolving Lender as security for the ABL Revolving Credit Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Revolving Lender in writing of the existence of such Lien.

No New Liens. (a) Until the ABL date upon which the Discharge of First Lien Obligations Payment Dateshall have occurred, the parties hereto agree that no Term Loan Second Lien Secured Party shall acquire or hold any Lien (other than any judgment lien as set forth in Section 2.3(c) above) on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative First Lien Agent under the ABL First Lien Loan Documents, subject to other than the Lien Priority set forth hereinExcluded Term Loan Collateral. If any Term Loan Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative First Lien Agent under the ABL Documents, subject to First Lien Loan Documents (other than the Lien Priority set forth hereinExcluded Term Loan Collateral), then the Term Loan Representative Second Lien Agent (or the relevant Term Loan Second Lien Secured Party) shall, without the need for any further consent of any other Term Loan Second Lien Secured Party Party, the Borrower or any Guarantor and notwithstanding anything to the contrary in any other Term Second Lien Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative First Lien Agent as security for the ABL First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative First Lien Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Note Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Note Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL DocumentsDocuments (except with respect to Real Property), subject to the Lien Priority set forth herein. If any Term Loan Note Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Note Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL DocumentsDocuments (except with respect to Real Property), subject to the Lien Priority set forth herein, then the Term Loan Note Representative (or the relevant Term Loan Note Secured Party) shall, without the need for any further consent of any other Term Loan Note Secured Party and notwithstanding anything to the contrary in any other Term Loan Note Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, no Term Loan First Lien Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party (other than any real estate that is a Mortgaged Property) securing any Term Loan First Lien Notes Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents. Subject to Section 2.5(c), subject to the if any First Lien Priority set forth herein. If any Term Loan Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan First Lien Notes Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative First Lien Notes Agent (or the relevant Term Loan Secured First Lien Notes Party) ), shall, without the need for any further consent of any other Term Loan Secured Party First Lien Notes Party, the Company or any Guarantor, and notwithstanding anything to the contrary in any other Term Loan Document First Lien Notes Document, be deemed to also hold and have held such lien Lien as bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Loan Party shall grant to any Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and the Company shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, no Term Loan Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Notes Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents. Subject to Section 2.5(c), subject to the Lien Priority set forth herein. If if any Term Loan Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Notes Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Notes Agent (or the relevant Term Loan Secured Notes Party) ), shall, without the need for any further consent of any other Term Loan Secured Party Notes Party, the Company or any Guarantor, and notwithstanding anything to the contrary in any other Term Loan Document Notes Document, be deemed to also hold and have held such lien Lien as bailee for the benefit of the ABL Representative Secured Parties as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Working Capital Obligations Payment Date, no Loan Party shall grant to any Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Working Capital Representative under the ABL Working Capital Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Working Capital Representative under the ABL Working Capital Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Working Capital Representative as security for the ABL Working Capital Obligations (subject to the Lien Priority and other terms hereof) and Borrower shall promptly notify the ABL Working Capital Representative in writing of the existence of such Lien.

No New Liens. (a) Until the date upon which the discharge of DIP ABL Obligations Payment Dateobligations shall have occurred, the parties hereto agree that no DIP Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party credit party securing any Term Loan Obligation DIP term obligation which assets are not also subject to the Lien of the DIP ABL Representative agent under the DIP ABL Documentsdocuments, subject to the Lien Priority set forth herein. If any DIP Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party credit party securing any Term Loan Obligation DIP term obligation which assets are not also subject to the Lien of the DIP ABL Representative agent under the DIP ABL Documentsdocuments, subject to the Lien Priority set forth herein, then the DIP Term Loan Representative Agent (or the relevant DIP Term Loan Secured Party) shall, without the need for any further consent of any other DIP Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document DIP term document be deemed to also hold and have held such lien Lien for the benefit of the DIP ABL Representative agent as security for the DIP ABL Obligations obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the DIP ABL Representative agent in writing of the existence of such Lien.

No New Liens. (a) Until the Discharge of ABL Obligations, and for so long as the Term Obligations Payment Dateare secured by any ABL Priority Collateral, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Notes Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Notes Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Notes Representative (or the relevant Term Loan Notes Secured Party) shall, without the need for any further consent of any other Term Loan Notes Secured Party and notwithstanding anything to the contrary in any other Term Loan Notes Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the Discharge of ABL Obligations Payment Dateshall have occurred, the parties hereto agree that no Term Loan Second Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative Agents under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative Agents under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Second Lien Agent (or the relevant Term Loan Second Lien Secured Party) shall, without the need for any further consent of any other Term Loan Second Lien Secured Party Party, any Second Lien Borrower or any Second Lien Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Second Lien Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agents as security for the ABL Obligations (subject to the Lien Priority and other terms hereofof the ABL Credit Agreement) and shall promptly notify the ABL Representative Agents in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Priority Obligations Payment Date, no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the Discharge of ABL Obligations, and for so long as the Term Obligations Payment Dateare secured by any ABL Priority Collateral, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party Term Obligor securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party Term Obligor securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party Party, or any Term Obligor and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until Subject to Article 6, until the Discharge of ABL Obligations Payment Dateshall have occurred, and for so long as the Term Obligations are secured by any ABL Priority Collateral, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Fixed Asset Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Fixed Asset Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Fixed Asset Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Fixed Asset Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Fixed Asset Representative (or the relevant Term Loan Fixed Asset Secured Party) shall, without the need for any further consent of any other Term Loan Fixed Asset Secured Party and notwithstanding anything to the contrary in any other Term Loan Fixed Asset Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until Subject to Article 6, until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, and for so long as the Term Obligations are secured by any ABL Priority Collateral, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Collateral Trust Secured Party shall acquire or hold any Lien on any assets of any Loan Party Grantor securing any Term Loan Collateral Trust Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Collateral Trust Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party Grantor securing any Term Loan Collateral Trust Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Collateral Trust Representative (or the relevant Term Loan Collateral Trust Secured Party) shall, without the need for any further consent of any other Term Loan Collateral Trust Secured Party and notwithstanding anything to the contrary in any other Term Loan Collateral Trust Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the Discharge of ABL Obligations, and for so long as the Term Obligations Payment Dateare secured by any ABL Priority Collateral, the parties hereto agree that no Term Loan Secured Credit Party shall acquire or hold any Lien on any assets of any Loan Party Term Obligor securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Credit Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party Term Obligor securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Credit Party) shall, without the need for any further consent of any other Term Loan Secured Party Credit Party, or any Term Obligor and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Exit Convertible Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Exit Convertible Notes Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Exit Convertible Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Exit Convertible Notes Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Exit Convertible Notes Representative (or the relevant Term Loan Exit Convertible Notes Secured Party) shall, without the need for any further consent of any other Term Loan Exit Convertible Notes Secured Party and notwithstanding anything to the contrary in any other Term Loan Document Exit Convertible Notes Document, be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no date upon which the Discharge of Term Loan Obligations shall have occurred, the parties hereto agree that no Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Notes Obligation which assets are not also subject to the Lien of the ABL Representative Term Loan Collateral Agent under the ABL Term Loan Documents, subject to the Lien Priority set forth herein. If the Notes Collateral Agent or any Term Loan other Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan Notes Obligation which assets are not also subject to the Lien of the ABL Representative Term Loan Collateral Agent under the ABL Term Loan Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Notes Collateral Agent (or the relevant Term Loan such other Notes Secured Party) shall, without the need for any further consent of any other Term Loan Notes Secured Party Party, the Notes Issuer or any Notes Guarantor, and notwithstanding anything to the contrary in any other Term Loan Document Notes Document, be deemed to also hold and have held such lien Lien as bailee for the benefit of the ABL Representative Term Loan Collateral Agent as security for the ABL Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Term Loan Collateral Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no [Term Loan Loan] Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any [Term Loan Loan] Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any [Term Loan Loan] Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any [Term Loan Loan] Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the [Term Loan Loan] Representative (or the relevant [Term Loan Loan] Secured Party) shall, without the need for any further consent of any other [Term Loan Loan] Secured Party and notwithstanding anything to the contrary in any other [Term Loan Loan] Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Notes Obligations Payment Date, no Term Loan Financing Party shall grant or permit any Liens in favor of the Factoring Representative or any other Factoring Secured Party shall acquire or hold any Lien on any assets of any Loan Financing Party securing any Term Loan Factoring Obligation which assets are not also subject unless such Financing Party has offered to the grant, or substantially contemporaneously grants, a Lien therein in favor of the ABL Representative under the ABL DocumentsNotes Representative, and if granted, such Lien shall be subject to the Lien Priority set forth herein. If any Term Loan Factoring Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Financing Party securing any Term Loan Factoring Obligation which assets are not also subject to the Lien of the ABL Notes Representative under the ABL Notes Documents, subject to the Lien Priority set forth herein, then the Term Loan Factoring Representative (or the relevant Term Loan Factoring Secured Party) shall, without the need for any further consent of any other Term Loan Factoring Secured Party and notwithstanding anything to the contrary in any other Term Loan Factoring Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Notes Representative as security for the ABL Notes Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Notes Representative in writing of the existence of such Lien.

No New Liens. (aj) Until Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, no Term Loan First Lien Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Credit Party (other than any real estate that is a Mortgaged Property) securing any Term Loan First Lien Notes Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents. Subject to Section 2.5(c), subject to the if any First Lien Priority set forth herein. If any Term Loan Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Credit Party securing any Term Loan First Lien Notes Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative First Lien Notes Agent (or the relevant Term Loan Secured First Lien Notes Party) ), shall, without the need for any further consent of any other Term Loan Secured Party First Lien Notes Party, the Company or any Guarantor, and notwithstanding anything to the contrary in any other Term Loan Document First Lien Notes Document, be deemed to also hold and have held such lien Lien as bailee for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Debt Payment Date, no the Term Loan Secured Party Note Purchaser shall not acquire or hold any Lien on any assets of any Loan Party Grantor securing any Term Loan Obligation Debt which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Loan Documents, subject to the Lien Priority set forth herein. If any Term Loan Debt Secured Party shall (nonetheless and in breach hereof) control for the purposes of perfection, acquire or hold any Lien on any assets of any Loan Party Grantor securing any Term Loan Obligation Debt which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Loan Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Note Purchaser (or the relevant Term Loan Debt Secured Party) shall, without the need for any further consent of any other Term Loan Debt Secured Party and notwithstanding anything to the contrary in any other Term Loan Debt Document be deemed to also control or hold such Lien on such Collateral as gratuitous bailee and have held such lien as a non-fiduciary representative for perfection for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) Lenders and shall promptly endeavor to notify the ABL Representative Agent promptly in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Loan Party shall grant to any Term Loan Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document be deemed to also hold and have held such lien Lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and the Borrower shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. (a) Until the date upon which all ABL Obligations Payment Dateshall have been paid in full and all commitments under the ABL Documents terminated, the parties hereto agree that no Term Loan Second Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative Agents under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Second Lien Obligation which assets are not also subject to the Lien of the ABL Representative Agents under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Second Lien Agent (or the relevant Term Loan Second Lien Secured Party) shall, without the need for any further consent of any other Term Loan Second Lien Secured Party Party, any Second Lien Borrower or any Second Lien Guarantor and notwithstanding anything to the contrary in any other Term Loan Document Second Lien Document, be deemed to also hold and have held such lien Lien as agent or bailee for the benefit of the ABL Representative Agents as security for the ABL Obligations (subject to the Lien Priority and other terms hereofof the ABL Credit Agreement) and shall promptly notify the ABL Representative Agents in writing of the existence of such Lien.

No New Liens. (a) Until the ABL Obligations Payment Date, no Term Loan Indenture Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Indenture Obligation which assets are not also subject to the Lien of the ABL Representative Lender under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Indenture Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Term Loan Indenture Obligation which assets are not also subject to the Lien of the ABL Representative Lender under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Noteholder Agent (or the relevant Term Loan Indenture Secured Party) shall, without the need for any further consent of any other Term Loan Indenture Secured Party and notwithstanding anything to the contrary in any other Term Loan Indenture Document be deemed to also hold and have held such lien for the benefit of the ABL Representative Lender as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Lender in writing of the existence of such Lien.

No New Liens. (a) Until the date upon which the Discharge of ABL Obligations Payment Dateshall have occurred, the parties hereto agree that no Term Loan Secured Party shall acquire or hold any Lien on any assets (other than any New York Mortgaged Property) of any Loan Credit Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets (other than any New York Mortgaged Property) of any Loan Credit Party securing any Term Loan Obligation which assets are not also subject to the Lien of the ABL Representative Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Term Loan Representative Agent (or the relevant Term Loan Secured Party) shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document Document, be deemed to also hold and have held such lien for the benefit of the ABL Representative Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative Agent in writing of the existence of such Lien.