Common use of No New Liens Clause in Contracts

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a that no New First Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall acquire or hold any Lien on any assets accounts receivable of any Grantor, the proceeds thereof or property any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof, securing any Second Priority Obligations that New First Lien Obligation, if such accounts and proceeds are not also subject to the first-priority Liens securing all Senior Obligations Lien of the ABL Collateral Agent under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party ABL Documents (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property and subject to the terms Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (iior the applicable New First Lien Secured Party) until such assignment or such grant shall, without the need for any further consent of a similar any other New First Lien Secured Party and notwithstanding anything to each Senior Representativethe contrary in any other New First Lien Document, shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of each Senior Representative and the other Senior Secured Parties ABL Collateral Agent as security for the Senior ObligationsABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.

No New Liens. The parties hereto agree thatthat there shall be no Lien, so long as the Discharge of Senior Obligations has not occurredand no Grantor shall have any right to create any Lien, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to secure a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the Senior Obligations; First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (by) if this Section 2.4 shall be inapplicable to any Second Priority Representative or Lien securing obligations under any Second Priority Debt Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing any Second Priority the Secured Obligations that of such Grantor, which assets are not also subject to a Lien securing the first-priority Liens securing all Senior other Secured Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless of such Grantor shall promptly grant a similar Lien on as required by the first sentence of this Section 2.4, then such assets or property to each Senior Representative as security Secured Party shall, without the need for the Senior Obligationsany further consent of any other Secured Party, shall assign such Lien and notwithstanding anything to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representativecontrary in any Loan Document, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for holding Secured Obligations that are required to have a Lien on such assets by the Senior Obligationsfirst sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurredoccurred and subject to Section 6, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against a Borrower or any Second Priority Debt Party other Pledgor, that it shall not acquire or hold any Lien on any assets of a Borrower or property of any Grantor other Pledgor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof andneed for any further consent of any party and notwithstanding anything to the contrary in any other document, unless be deemed to also hold and have held such Grantor shall promptly grant a similar lien for the benefit of the First Lien on such assets or property to each Senior Representative Agents as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Lender Claims (but may retain a junior lien on such assets or property subject to the lien priority and other terms hereof) and (ii) until such assignment or such grant shall promptly notify each First Lien Agent in writing of a similar Lien to each Senior Representative, shall be deemed to hold and have held the existence of such Lien for and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the benefit First Lien Agents (and/or each of each Senior Representative and the other Senior Secured Parties its designee) as security for the applicable Senior ObligationsLender Claims.

No New Liens. The Prior to the Discharge of ABL Obligations, the parties hereto agree thatthat the Borrower shall not, so long as and shall not permit any other Loan Party to grant or permit any additional Liens on any ABLProperty (other than Non-Shared Collateral) to secure the Discharge of Senior Shared CollateralTerm Obligations unless it has not occurred, granted or concurrently grants a Lien on such ABLProperty (aother than Non-Shared Collateral) none of to secure the Grantors shall ABL Obligations or grant or permit any additional Liens on any asset or property of any Grantor pProperty to secure any Second Priority Debt Obligation ABL Obligations (other than assets or pProperty owned by any ABL Loan Party organized in Canada) unless it has granted, granted or concurrently therewith grants, grants a Lien on such asset or property of such Grantor ABL CollateralProperty to secure the Senior Shared CollateralTerm Obligations; and (b) if . If any Second Priority Representative or any Second Priority Debt Loan Party shall hold (nonetheless and in breach hereof) permit any Lien on any ABL Collateral securing any ABL Obligation Property (other than assets or property of pProperty owned by any Grantor ABL Loan Party organized in Canada) securing any Second Priority Obligations that ABL Obligation which assets are not also subject to the first-priority Liens securing all Senior Obligations Lien of the Shared Collateral Agents under the Senior Shared Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereofLien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor, and (ii) until such assignment or such grant of a similar Lien notwithstanding anything to each Senior Representativethe contrary in any other ABL Document, shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of each Senior Representative and the other Senior Secured Parties Shared Collateral Agents as security for the Senior ObligationsShared Collateral Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Shared Collateral Agents in writing of the existence of such Lien.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Collateral Agent as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Collateral Agent as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativeCollateral Agent, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Collateral Agent as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Term Obligations has not occurred, (a) none of the Grantors parties hereto agree that the Company or any other Grantor shall not grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt ABL Obligation or Notes Obligation unless it has granted, granted or concurrently therewith grants, contemporaneously grants (x)(i) a First Priority Lien on such asset or property of such Grantor to secure the Senior Obligations; and Term Obligations if such asset or property constitutes TL Priority Collateral or (bii) if any a Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets asset or property to each Senior Representative as security for secure the Senior ObligationsTerm Obligations if such asset or property constitutes ABL Priority Collateral, shall assign such (y)(i) a Second Priority Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets asset or property subject to secure the terms hereof) and ABL Obligations if such asset or property constitutes TL Priority Collateral or (ii) until a First Priority Lien on such assignment asset or property to secure the ABL Obligations if such grant asset or property constitutes ABL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Term Collateral Agent and/or the Term Secured Parties, each of the ABL Collateral Agent, on behalf of ABL Secured Parties, and the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a similar Lien to each Senior Representative, result of Liens on the TL Priority Collateral granted in contravention of such clause (x)(i) of this Section 2.1(c) shall be deemed subject to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsSection 2.3.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Priority Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure each of the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing are not complied with, any amounts received by any Second Priority Representative on account of such a lien shall be promptly remitted to the Designated Senior Representative.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (ai) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (bii) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (ix) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (iiy) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurredoccurred and subject to Section 6, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any Second Priority Debt Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Borrower or property of any other Grantor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security need for the Senior Obligations, shall assign such Lien any further consent of any party and notwithstanding anything to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representativecontrary in any other document, shall be deemed to also hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties First Lien Agents as security for the Senior ObligationsLender Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of its designee) as security for the applicable Senior Lender Claims.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurredoccurred and subject to Section 6, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Second Priority Debt Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or property of any other Grantor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof andneed for any further consent of any party and notwithstanding anything to the contrary in any other document, unless be deemed to also hold and have held such Grantor shall promptly grant a similar lien for the benefit of the First Lien on such assets or property to each Senior Representative Agents as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Lender Claims (but may retain a junior lien on such assets or property subject to the lien priority and other terms hereof) and (ii) until such assignment or such grant shall promptly notify each First Lien Agent in writing of a similar Lien to each Senior Representative, shall be deemed to hold and have held the existence of such Lien for and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the benefit First Lien Agents (and/or each of each Senior Representative and the other Senior Secured Parties its designee) as security for the applicable Senior ObligationsLender Claims.

No New Liens. The parties hereto agree thatSubject to Section 11.04 of the Notes Indenture and the corresponding provision of any other Second-Priority Credit Document, so long as the Discharge of Senior First-Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has grantedparties hereto agree that, or concurrently therewith grantsafter the date hereof, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Second-Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets intended to be Common Collateral of the Company or property of any other Grantor securing any Second Second-Priority Obligations that are not also subject to the first-priority Liens securing all Senior Lien in respect of the First-Priority Obligations under the Senior Collateral First-Priority Documents, such Second Second-Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative First-Priority Collateral Agent promptly upon becoming aware thereof and, unless upon demand by the First-Priority Collateral Agent or the Company, will either (i) release such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall (ii) assign such Lien to the Designated Senior Representative First-Priority Collateral Agent (and/or its designee) as security for all Senior the applicable First-Priority Obligations for (and, in the benefit case of the Senior Secured Parties (but an assignment, each Second-Priority Representative may retain a junior lien on such assets or property subject to the terms hereof) ). Subject to Section 11.04 of the Notes Indenture and (ii) until such assignment the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or such grant of a similar any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit in favor of each Senior other Second-Priority Representative and the such Second-Priority Representative shall notify any other Senior Secured Parties as security for the Senior ObligationsSecond-Priority Representative promptly upon becoming aware thereof.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations, or (2) grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) none of the Grantors there shall grant or permit be no Lien, and no Grantor shall have any additional Liens right to create any Lien, on any asset or property assets of any Grantor to secure securing any Second Junior Priority Debt Obligation unless it has grantedif those same assets are not subject to, or concurrently therewith grantsand do not become subject to, a Lien on such asset or property of such Grantor to secure securing the Senior Obligations; First Priority Obligations and (b) if any Second Junior Priority Representative or any Second Priority Debt Secured Party shall acquire or hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that Obligation, which assets are not also subject to the first-priority Liens securing all Senior Obligations Lien of the First Priority Representative under the Senior Collateral First Priority Documents, such Second then the Junior Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to also hold and have held such Lien for the benefit of each Senior Representative and the other Senior First Priority Secured Parties and shall promptly notify the First Priority Representative of the existence of such Lien and, upon demand by the First Priority Representative, will without the need for any further consent of any Junior Priority Secured Party, notwithstanding anything to the contrary in any other Junior Priority Document, either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the Senior ObligationsFirst Priority Obligations (in which case the Junior Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Junior Priority Representative and the Junior Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations or (2) except as otherwise provided herein (including Section 2.06), grant or permit any Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) (1) if any Second Priority Representative or any Second Priority Debt Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (iA) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (iiB) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations or (2) if any Senior Representative or any Senior Secured Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Senior Obligations that are not also subject to the second-priority Liens securing all Second Priority Debt Obligations under the Second Priority Collateral Documents, such Senior Representative or Senior Secured Party shall notify the Designated Second Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Second Priority Representative as security for the Second Priority Debt Obligations, shall be deemed to hold and have held such Lien for the benefit of each Second Priority Representative and the other Second Second Priority Debt Parties as security for the Second Priority Debt Obligations subject to the same priority as the other Liens of the Second Priority Debt Parties are so subordinated to the Liens of the Senior Secured Parties under 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior First Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) none of the Grantors there shall grant or permit be no Lien, and no Grantor shall have any additional Liens right to create any Lien, on any asset or property assets of any Grantor to secure securing any Second Junior Priority Debt Obligation unless it has grantedif those same assets are not subject to, or concurrently therewith grantsand do not become subject to, a Lien on such asset or property of such Grantor to secure securing the Senior Obligations; First Priority Obligations and (b) if any Second Junior Priority Representative or any Second Priority Debt Secured Party shall acquire or hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that Obligation, which assets are not also subject to the first-priority Liens securing all Senior Obligations superior Lien of the First Priority Representative under the Senior Collateral First Priority Documents, such Second then the Junior Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to also hold and have held such Lien for the benefit of each Senior Representative and the other Senior First Priority Secured Parties and shall promptly notify the First Priority Representative of the existence of such Lien and, upon demand by the First Priority Representative, will without the need for any further consent of any Junior Priority Secured Party, notwithstanding anything to the contrary in any other Junior Priority Document, either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the Senior ObligationsFirst Priority Obligations (in which case the Junior Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the Junior Priority Representative and the Junior Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior the First Lien Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; First Lien Obligations and (b) if any Second Priority Lien Authorized Representative or any Second Priority Debt Lien Secured Party shall hold any Lien on any assets or property asset of any Grantor or any other Person securing any Second Priority Obligations Lien Obligation that are not also subject to the first-priority Liens securing all Senior the First Lien Obligations under the Senior Collateral First Lien Security Documents, such Second Priority Lien Authorized Representative or Second Priority Debt Lien Secured Party (i) shall notify the Designated Senior Representative First Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor or other Person shall promptly grant a similar Lien on such assets or property asset to each Senior Representative the First Lien Collateral Agent as security for the Senior First Lien Obligations, shall assign such Lien to the Designated Senior Representative First Lien Collateral Agent as security for all Senior the First Lien Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property asset subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representativethe First Lien Collateral Agent, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties First Lien Collateral Agent as security for the Senior First Lien Obligations. 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 First Lien Authorized Representatives or the First Lien Secured Parties, each Second Lien Authorized Representative agrees, for itself and on behalf of its 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 2.04 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has also granted, or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations. 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 any Senior Priority Representative or any other Senior Priority Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Secured Parties for which it has been named the Representative, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurred, (a) none of the Grantors parties hereto agree that, (i) neither the Trustee nor any Noteholder shall grant or permit acquire any additional Liens on any asset or property security interest in and shall have no interest in (including following avoidance of any Grantor to secure Lender Liens) any Second Priority Debt Obligation unless it has grantedproperty, real or concurrently therewith grantsotherwise, a Lien on such asset of AHC or property of such Grantor to secure the Senior Obligations; Holdco or any proceeds thereof and (bii) after the date hereof, if any Second Priority Representative or any Second Priority Debt Party the Trustee shall hold any Lien on any assets or property of any Grantor Obligor securing any Second Priority Obligations the Noteholder Claims that are not also subject to the first-priority Liens securing all Senior Obligations prior Lien of the Secured Parties under the Senior Collateral Loan Documents, such Second Priority Representative or Second Priority Debt Party (i) shall the Trustee will notify the Designated Senior Representative promptly upon becoming aware thereof Administrative Agent in writing and, upon demand by the Administrative Agent, shall, either release such Lien or assign it to the Secured Parties as security for the Lender Claims (unless such Grantor the applicable Obligor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, in favor of such Secured Parties and such lien shall assign such Lien be prior to the Designated Senior Representative as security for all Senior Obligations for the benefit Lien of the Senior Secured Parties Trustee on such assets) and (but may retain b) each Obligor agrees it will not grant, and the Borrower agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets, in favor of the Trustee or the Noteholders unless such Obligor has granted a junior lien similar perfected prior Lien on such assets or property subject to in favor of the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsParties.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations or (2) except as otherwise provided herein (including Section 2.06), grant or permit any Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) (1) if any Second Priority Representative or any Second Priority Debt Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (iA) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (iiB) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations or (2) if any Senior Representative or any Senior Secured Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Senior Obligations that are not also subject to the second-priority Liens securing all Second Priority Debt Obligations under the Second Priority Collateral Documents, such Senior Representative or Senior Secured Party shall notify the Designated Second Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Second Priority Representative as security for the Second Priority Debt Obligations, shall be deemed to hold and have held such Lien for the benefit of each Second Priority Representative and the other Second Lien Credit Agreement Secured Parties as security for the Second Priority Debt Obligations subject to the same priority as the other Liens of the Second Lien Credit Agreement Secured Parties are so subordinated to the Liens of the Senior Secured Parties under 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The Subject to Section 2.06, the parties hereto agree that, so long as the Discharge of Senior Debt Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Debt Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Debt Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Debt Obligations, shall assign such Lien to the Designated each Senior Representative as security for all Senior Debt Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and ), (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to also hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsDebt Obligations and (iii) agrees that any amounts received or distributed to such Second Priority Representative or such Second Priority Debt Party, as the case may be, pursuant to or as a result of any Lien granted in contravention of this Agreement shall be subject to Section 4.02. In furtherance of the foregoing, subject to Section 2.06, the parties hereto agree that the documents, agreements and instruments creating or evidencing the Second Priority Collateral and the Second Priority Liens shall be in all material respects in the same form as, and shall not cover any Collateral that is not covered by, the documents, agreements and instruments creating or evidencing the Senior Collateral and the Senior Liens, other than with respect to the first priority and second priority nature of the Liens created or evidenced thereunder, the identity of the secured parties that are parties thereto or secured thereby and other matters contemplated by this Agreement.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Repayment Date has not occurred, the parties hereto agree that (ai) none of the Grantors no Loan Party shall grant or permit create any additional Liens Lien on any asset or property assets of any Grantor to secure Loan Party securing any Second Priority Debt Subordinated 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 or property of such Grantor to secure the securing any Senior Obligations; Obligations and (bii) if any Second Priority Representative Subordinated Creditor shall acquire or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor Loan Party securing any Second Priority Obligations that Subordinated Obligation which assets are not also subject to the first-priority Liens securing all Lien of the Senior Obligations Agent under the Senior Collateral Documents, then such Second Priority Representative Subordinated Creditor, upon demand by the Senior Agent, will without the need for any further consent of any other Subordinated Creditor, notwithstanding anything to the contrary in any other Subordinated Document either (a) release such Lien or Second Priority Debt Party (ib) shall notify assign it to the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative Agent as security for the Senior Obligations, shall assign such Lien to Obligations (in which case the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but Subordinated Creditors may retain a junior lien on such assets or property subject to the terms hereof) ). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and (ii) until such assignment remedies available to the Senior Creditors, the Subordinated Creditors agree that any amounts distributable to or such grant received by or distributed to any of them pursuant to or as a similar Lien result of Liens granted with respect to each Senior Representative, the Subordinated Obligations in contravention of this Section 4.4 shall be deemed subject to hold and have held such Section 6.1. The Subordinated Creditors may obtain a junior Lien for the benefit on any assets of each Senior Representative and the other Senior Secured Parties as security for any Loan Party on which the Senior ObligationsAgent has a Senior Lien.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; Obligations and (b) if any Second Priority Representative or any Second Priority Debt Party shall acquire or hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.of

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Junior Priority Representative or any Second Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Junior Priority Representative or Second Junior Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Lender Obligations Payment Date has not occurred, the parties hereto agree that (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Note Party shall acquire or hold any Lien on any assets or property of any Grantor Obligor Party securing any Second Priority Obligations that Note Obligation which assets are not also subject to the first-first priority Liens securing all Senior Obligations Lien of the Collateral Agent under the Senior Collateral Credit Agreement Documents, such Second Priority Representative then the Trustee (or Second Priority Debt Party the relevant Note Party) shall, without the need for any further consent of any other Note Party, and notwithstanding anything to the contrary in any other New Indenture Document (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties Collateral Agent as security for the Senior ObligationsLender Obligations and shall assign such Lien to the Collateral Agent as security for the Lender Obligations (in which case the Trustee may retain a junior Lien on such assets subject to the terms hereof) or (ii) if so requested by the Collateral Agent, release such Lien and (b) if any Lender Party shall acquire or hold any Lien on any assets of any Obligor Party securing any Lender Obligation which assets are not also subject to the second-priority Lien of the Trustee under the New Indenture Documents, then the Collateral Agent (or the relevant Lender Party) shall, without the need for any further consent of any other Lender Party, and notwithstanding anything to the contrary in any other Credit Agreement Document, be deemed to hold and have held a junior Lien on such assets for the benefit of the Trustee as security for the Note Obligations subject to the terms of this Agreement. Each Obligor Party hereby consents to and confirms its grant of a Lien for the benefit of all Secured Parties on the terms set forth above.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior First-Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) parties hereto agree that if any Second Second-Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets of the Company or property of any other Grantor securing any Second Second-Priority Obligations that are not also subject to the firstsenior and prior Lien in respect of the First-priority Liens securing all Senior Priority Obligations under the Senior Collateral First-Priority Documents, such Second Second-Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative First-Priority Collateral Agent promptly upon becoming aware thereof and, unless upon demand by the First-Priority Collateral Agent or the Company, will either (i) release such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall (ii) assign such Lien to the Designated Senior Representative First-Priority Collateral Agent (and/or its designee) as security for all Senior the applicable First-Priority Obligations for (and, in the benefit case of the Senior Secured Parties (but an assignment, each Second-Priority Representative may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment ). Each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or such grant any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of a similar Lien to each Senior other Second-Priority Representative, such Second-Priority Representative shall be deemed to hold and have held such Lien for the benefit of each Senior notify any other Second-Priority Representative and the other Senior Secured Parties as security for the Senior Obligationspromptly upon becoming aware thereof.

No New Liens. The Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt that no CF Secured Party shall acquire or hold any Lien on any assets accounts receivable of any Grantor, the proceeds thereof or property any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Intercreditor Collateral as described in the definition thereof, whether in the form of accounts receivable or otherwise, securing any Second Priority Obligations that CF Obligation, if such accounts receivable or proceeds are not also subject to the first-priority Liens securing all Senior Obligations Lien of the ABL Collateral Agent under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party ABL Documents (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property and subject to the terms Lien Priorities contemplated herein). If any CF Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts receivable or proceeds securing any CF Obligation, which accounts receivable or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the CF Collateral Agent (or the applicable CF Secured Party) shall, without the need for any further consent of any other CF Secured Party and (ii) until such assignment or such grant of a similar Lien notwithstanding anything to each Senior Representativethe contrary in any other CF Document, shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of each Senior Representative and the other Senior Secured Parties ABL Collateral Agent as security for the Senior ObligationsABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; (b) subject to Section 2.06, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations (it being understood, for the avoidance of doubt, that this clause (b) shall not apply to Senior Canadian Collateral); and (bc) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Parties, the Second Priority Representative, on behalf of Second Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Designated Senior Representative and/or the Senior Secured Parties, each Second Priority Representative, on behalf of the applicable Second Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02.

No New Liens. The parties hereto hereto, and each of the Grantors, agree that, so long as the Discharge of Senior Credit Agreement Obligations has not occurred, (a) other than cash collateral granted to secure the Credit Agreement Obligations in accordance with the terms of any Loan Document, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Credit Agreement Obligation or Additional First Lien Obligation unless it has granted, or concurrently therewith grants, or permits the grant of, a Lien on such asset or property of such Grantor to secure the Senior each other Series of First Lien Obligations; and (b) if . If any Second Priority Authorized Representative or any Second Priority Debt First Lien Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Credit Agreement Obligation or Additional First Lien Obligation, as applicable, other than cash collateral granted to secure the First Lien Obligations in accordance with the terms of any Secured Credit Document, that are not also subject to the first-priority Liens securing all Senior other First Lien Obligations under the Senior Collateral Documentsapplicable First Lien Security Documents (the “Undersecured Obligations”), subject to Section 1.03, (A) such Second Priority Authorized Representative or Second Priority Debt First Lien Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Authorized Representative and the other Senior First Lien Secured Parties in respect of Undersecured Obligations as security for such Person’s First Lien Obligations and (B) the Grantors shall notify the Authorized Representative for the Undersecured Obligations promptly upon becoming aware of any Undersecured Obligations and shall promptly grant a similar Lien with the same priority on such assets or property to each Authorized Representative as security for the Senior applicable First Lien Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior First Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior First Priority Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior First Priority Obligations under the Senior First Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior First Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior First Priority Representative as security for the Senior First Priority Obligations, shall assign such Lien to the Designated Senior First Priority Representative as security for all Senior First Priority Obligations for the benefit of the Senior First Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, First Priority Representative shall be deemed to hold and have held such Lien for the benefit of each Senior First Priority Representative and the other Senior First Priority Secured Parties as security for the Senior ObligationsFirst Priority Obligations (subject to the relative lien priorities set forth in 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 any First Priority Representative or any other First Priority Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Secured Parties that it represents, that any amounts received by or distributed to any First Priority Secured Party and any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations, or (2) grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-first- priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Priority Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence of this Section 2.04 are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. The So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that, so long as after the Discharge of Senior Obligations has not occurreddate hereof, (a) none of Holdings, the Grantors Company or any other Subsidiary shall grant or permit any additional Liens on any asset or property of any Grantor such Person to secure any Second Junior Priority Debt Obligation Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior First Lien Obligations; and (b) if any Second Priority . If the Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of Holdings, the Company or any Grantor other Subsidiary securing any Second the Junior Priority Obligations that are is not also subject to the first-priority Liens securing all Senior First Priority Lien in respect of the First Lien Obligations under the Senior Collateral First Lien Documents, such Second Priority then the Junior Lien Representative or Second Priority Debt Party such Junior Lien Secured Party, without the need for any further consent of any party and notwithstanding anything to the contrary in any other agreement, document or instrument, (i) shall notify the Designated Senior First Lien Representative promptly upon becoming aware thereof and, unless such Grantor Holdings, the Company or any other Subsidiary, as applicable, shall promptly grant a similar Lien on such assets or property to each Senior the First Lien Representative as security for the Senior First Lien Obligations, shall and must assign such Lien to the Designated Senior First Lien Representative as security for all Senior the First Lien Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereofof this Agreement) and (ii) until such assignment or such grant of a similar Lien to each Senior the First Lien Representative, shall will be deemed to hold and have held such Lien for the benefit of each Senior the First Lien Representative and the other Senior Secured Parties as security for the Senior First Lien Obligations. Any amounts received or distributed to the Junior Lien Representative pursuant to or as a result of any Lien granted in contravention of this Section 2.3 shall be subject to the provisions of Section 4.2.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Junior Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations, or (2) grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Debt Obligations; and (b) if any Second Priority Junior Representative or any Second Priority Junior Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Junior Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Junior Representative agrees, for itself and on behalf of the other Junior Debt Parties, that any amounts received by or distributed to any Junior Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. (a) The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (ai) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Person (including any Grantor or any of its Subsidiaries) to secure any Second Priority Debt Junior Obligation unless it has also granted, or concurrently therewith grantsgrants (or offers to grant), a Lien on such asset or property of such Grantor to secure the Senior Obligations; , (ii) none of the Grantors shall grant or permit any additional guarantees by any Person (including any Grantor or any of its Subsidiaries) for any Junior Obligation unless a guarantee is given (or offered to be given) by the same Grantor or Subsidiary for the Senior Obligations, and (biii) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Junior Secured Party (i1) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Representatives as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii2) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Representatives as security for the Senior Obligations. If any Junior Representative or any Junior Secured Party shall, at any time, receive any proceeds or payment from or as a result of any Liens granted in contravention of this Section 2.04, it shall pay such proceeds or payments over to the Designated Senior Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior First Priority Lien Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has grantedparties hereto agree that, or concurrently therewith grantsafter the date hereof, a Lien on such asset or property of such Grantor to secure if the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party Trustee shall hold any Lien on any assets of the Borrowers or property of any Grantor their Subsidiaries securing any Second Priority the Obligations that are not also subject to the first-priority First Priority Liens securing all of the Senior Obligations Agent under the Senior Collateral Lender Documents, the Trustee, upon demand by the Senior Agent, will either release such Second Lien or assign it to the Senior Agent as security for the First Priority Representative Lien Obligations, (b) the parties hereto agree that, after the date hereof, if the Senior Agent shall hold any Lien on any assets of the Borrowers securing the First Priority Lien Obligations that are not also subject to the second-priority Lien of the Trustee under the Noteholder Documents, the Borrowers shall grant a second-priority Lien on such assets to the Trustee as security for the Obligations, and (c) the Borrowers agree not to grant or Second Priority Debt Party (i) shall notify to permit any of their Subsidiaries to grant any Lien on any of their assets in favor of the Designated Senior Representative promptly upon becoming aware thereof and, Trustee or the Noteholders unless such Grantor shall promptly grant Borrower, or Subsidiary, has granted a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit in favor of the Senior Secured Parties (but may retain a junior lien on such assets Agent or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsLenders.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsObligations (subject to the lien priority and other terms hereof). The foregoing shall not limit any Grantor’s ability to defease any Second Priority Obligations to the extent otherwise permitted by any other Senior Debt Documents.

No New Liens. The So long as the DIP Lender Claims have not been paid in full, the parties hereto agree thatthat after the date hereof, so long except as the Discharge of Senior Obligations has not occurred, (a) none may be necessary to maintain and preserve valid and perfected Liens in favor of the Grantors Pre-Petition Lenders in effect immediately prior to the Closing Date, in no event shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative Pre-Petition Agent or any Second Priority Debt Party shall hold Pre-Petition Lender be granted or possess any Lien on any assets or property of any Grantor Existing Foreign Subsidiary or the Domestic Non-Debtor securing any Second Priority Obligations the Non-Stayed Pre-Petition Claims that are not also subject to the first-first priority Liens securing all Senior Obligations Lien of the DIP Lenders under the Senior Collateral DIP Lender Documents. Unless otherwise approved by the DIP Agent, each of the Existing Foreign Subsidiaries and the Domestic Non-Debtor agrees not to grant any Lien (including, without limitation, the Additional Standstill Lenders' Liens) on any of its assets, or permit any Subsidiary of the Existing Foreign Subsidiaries and the Domestic Non-Debtor to xxxxx x Xxxx on any of its assets, in favor of the Pre-Petition Agent or the Pre-Petition Lenders unless it, or such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof andSubsidiary, unless such Grantor shall promptly grant has granted a similar senior Lien on such assets or property to each Senior Representative as security for in favor of the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations Collateral Agent (for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets DIP Lenders), the DIP Agent or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar DIP Lenders having priority over the Lien to each Senior Representative, shall be deemed to hold and have held such Lien for securing the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsNon-Stayed Pre-Petition Lender Claims.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors no Grantor shall grant or permit any additional Liens on any asset or property of any such Grantor to secure any Second Priority Debt Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; Obligations and (b) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Junior Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Representatives as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Representatives as security for the Senior Obligations. If any Junior Representative or any Junior Secured Party shall, at any time, receive any proceeds or payment from or as a result of any Liens granted in contravention of this Section 2.04, it shall pay such proceeds or payments over to the Designated Senior Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Junior Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Representatives as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Representatives as security for the Senior Obligations; provided, that this Section 2.04 shall not apply to any Series of Senior Obligations (including, without limitation, any series of SEC-registered secured debt securities of Holdings and its Subsidiaries that constitute Senior Obligations) to the extent the application of this Section 2.04 would require the filing of separate financial statements of any Affiliate of Holdings and its Subsidiaries with the SEC in order to comply with Rule 3-16 of Regulation S-X under the Securities Act, but only to the extent necessary to not be subject to such requirement of Rule 3-16 of Regulation S-X under the Securities Act and only for so long as such requirement is in existence.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, or permits the grant of, a Lien on such asset or property of such Grantor to secure the Senior Priority Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (ia) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (iib) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Collat- eral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Junior Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) subject to Section 2.06, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Debt Obligations; and (c) if any Second Priority Junior Representative or any Second Priority Junior Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Junior Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Parties, the Representatives, on behalf of the Secured Parties of the Debt Facility for which it is acting, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Junior Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Representatives as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to also hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Representatives as security for the Senior Obligations. If any Junior Representative or any Junior Secured Party shall, at any time, receive any proceeds or payment from or as a result of any Liens granted in contravention of this Section 2.04, it shall pay such proceeds or payments over to the Designated Senior Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurredoccurred (i) except as otherwise permitted by the applicable Senior Debt Documents, (a) none of the Grantors shall, or shall permit any of their Restricted Subsidiaries (as defined in the Senior Credit Agreement) to, grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (bii) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Party Junior Secured Parties (ix) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (iiy) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to also hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. If any Junior Representative or any Junior Secured Parties shall, at any time, receive any Proceeds or payment from or as a result of any Liens granted in contravention of this Section 2.04, it shall pay such Proceeds or payments over to the Designated Senior Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so long as (a) Until the Discharge of Senior Priority Obligations has not shall have occurred, (a) none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall grant or permit any additional be no Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure also secures the Senior Priority Obligations; and (b) if any Second . If the Junior Priority Representative Collateral Agent or any Second Junior Priority Debt Party Claimholder shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Junior Priority Representative Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Second Junior Priority Debt Party Claimholder (i) shall notify the Designated each Senior Representative Priority Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Priority Collateral Agents as security for the Senior Priority Obligations, shall shall, at the expense of such Grantor, assign such Lien to the Designated Senior Representative Priority Collateral Agents as security for all Senior Obligations for the benefit of the Senior Secured Parties Priority Obligations (but may shall retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativePriority Collateral Agents, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Priority Collateral Agents as security for the Senior Priority Obligations. The Junior Priority Collateral Agent shall have no liability in connection with the Section 2.3(a) except as a result of its gross negligence or wilful misconduct.

No New Liens. The Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and Obligations or (b) if grant or permit any Second additional Liens on any asset or property of any Grantor to secure the Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Priority Debt Obligations. If any Junior Representative or any Second Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Junior Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. The parties hereto further agree that so long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Grantors, if any Junior Priority Debt Party shall acquire or hold any Lien on any assets of any Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the first priority Lien of the Senior Secured Parties under the Senior Debt Documents, then, without limiting any other rights and remedies available to the Senior Representative or the other Senior Secured Parties, the Junior Representative, on behalf of itself and the Junior Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Designated Senior Representative and/or the Senior Secured Parties, each Second Priority Representative, on behalf of the applicable Second Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be subject to Section 4.02. -12- 31447057_4 32101176_5 NEWYORK 8661362 (2K)

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior First Priority Lien Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has grantedparties hereto agree that, or concurrently therewith grantsafter the date hereof, a Lien on such asset or property of such Grantor to secure if the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party Trustee shall hold any Lien on any assets of the Borrower or property of any Grantor its Subsidiaries securing any the Second Priority Lien Obligations that are not also subject Senior Lender Collateral, the Trustee, upon demand by Bank, will either release such Lien or assign it to Bank as security for the First Priority Lien Obligations, (b) the parties hereto agree that, after the date hereof, if Bank shall hold any Lien on any assets of the Borrower or any of its Subsidiaries securing the First Priority Lien Obligations that are not also Noteholder Collateral, if required by the Noteholder Security Agreement, the Borrower or its Subsidiaries, as applicable, shall grant a second-priority Lien on such assets to the first-priority Liens securing all Senior Obligations under Trustee as security for the Senior Collateral Documents, such Second Priority Representative Lien Obligations, and (c) the Borrower agrees not to grant or Second Priority Debt Party (i) shall notify to permit any of its Subsidiaries to grant any Lien on any of their assets in favor of the Designated Senior Representative promptly upon becoming aware thereof and, Trustee or the Noteholders unless the Borrower or such Grantor shall promptly grant Subsidiary has granted a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit in favor of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsBank.

No New Liens. The parties hereto agree that, so long as that prior to the Discharge of Senior Obligations has not occurred, Lender Claims (a) none of if the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative Junior Agent or any Second Priority Debt Party Junior Lender shall hold any Lien on any assets of GenTek or property any Subsidiary of any Grantor GenTek securing any Second Priority Obligations Junior Lender Claims that are not also subject to the first-priority Liens securing all Lien of the Senior Obligations Agent or have not been consented to by the Necessary Lenders, under the Senior Collateral Lender Documents, the Junior Agent, upon demand by the Senior Agent, will either release (or cause the release of) such Second Priority Representative Lien or Second Priority Debt Party assign (ior cause to be assigned) shall notify a first-priority Lien to the Designated Senior Representative promptly upon becoming aware Agent as security for the Senior Lender Claims, (b) each GenTek Obligor hereby agrees not to grant any Lien on any of its assets, or permit any Subsidiary thereof andto xxxxx x Xxxx on any of its assets, in favor of the Junior Agent or any Junior Lender unless it, or such Grantor shall promptly grant Subsidiary, has granted a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit in favor of the Senior Secured Parties (but may retain a junior lien on Agent or such assets or property subject Lien has been consented to by the terms hereof) Necessary Lenders, and (iic) until such assignment each GenTek Obligor hereby agrees that it shall not permit any Foreign Subsidiary or other Non-Loan Party (including, without limitation, Noma) to grant any Lien on any of its assets and the Junior Agent on behalf of itself and the Junior Lenders agree that neither it nor they shall accept any such grant of a similar Lien to each Senior Representative(and if any such grant is nevertheless made, shall be deemed to hold and have held such Lien for the benefit Junior Agent on behalf of each Senior Representative itself and the other Senior Secured Parties as security for the Senior ObligationsJunior Lenders hereby releases such Lien).

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has grantedparties hereto agree that, or concurrently therewith grantsafter the date hereof, a Lien on such asset or property of such Grantor to secure if the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party Trustee shall hold any Lien on any assets of ACG Holdings, Inc. or property any of any Grantor its Subsidiaries securing any Second Priority Obligations the Noteholder Claims that are not also subject to the first-priority Liens securing all Lien of the Senior Obligations Agent under the Senior Collateral Lender Documents, the Trustee, upon demand by the Senior Agent, will either release such Second Priority Representative Lien or Second Priority Debt Party assign it to the Senior Agent as security for the Senior Lender Claims, (ib) the parties hereto agree that, after the date hereof, if the Senior Agent shall notify hold any Lien on any assets of ACG Holdings, Inc. or any of its Subsidiaries securing the Designated Senior Representative promptly upon becoming aware thereof andLender Claims that are not also subject to the second-priority Lien of the Trustee under the Noteholder Documents, the Borrower shall grant a second-priority Lien on such assets to the Trustee as security for the Noteholder Claims, and (c) the Borrower agrees not to grant any Lien on any of its assets, or permit any Subsidiary of the Borrower to xxxxx x Xxxx on any of its assets, in favor of the Trustee or the Noteholders unless it, or such Grantor shall promptly grant Subsidiary, has granted a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit in favor of the Senior Secured Parties (but may retain a junior lien on such assets Agent or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsLenders.

No New Liens. The So long as the Discharge of First Lien Obligations has not occurred, the parties hereto agree that, so long as after the Discharge of Senior Obligations has not occurreddate hereof, (a) none of Holdings, the Grantors Company or any other Subsidiary shall grant or permit any additional Liens on any asset or property of any Grantor such Person to secure any Second Priority Debt Obligation Junior Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior First Lien Obligations; and (b) if any Second Priority . If the Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of Holdings, the Company or any Grantor other Subsidiary securing any Second Priority the Junior Lien Obligations that are is not also subject to the first-priority Liens securing all Senior First Priority Lien in respect of the First Lien Obligations under the Senior Collateral First Lien Documents, such Second Priority then the Junior Lien Representative or Second Priority Debt Party such Junior Lien Secured Party, without the need for any further consent of any party and notwithstanding anything to the contrary in any other agreement, document or instrument, (i) shall notify the Designated Senior First Lien Representative promptly upon becoming aware thereof and, unless such Grantor Holdings, the Company or any other Subsidiary, as applicable, shall promptly grant a similar Lien on such assets or property to each Senior the First Lien Representative as security for the Senior First Lien Obligations, shall and must assign such Lien to the Designated Senior First Lien Representative as security for all Senior the First Lien Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereofof this Agreement) and (ii) until such assignment or such grant of a similar Lien to each Senior the First Lien Representative, shall will be deemed to hold and have held such Lien for the benefit of each Senior the First Lien Representative and the other Senior Secured Parties as security for the Senior First Lien Obligations. Any amounts received or distributed to the Junior Lien Representative pursuant to or as a result of any Lien granted in contravention of this Section 2.3 shall be subject to the provisions of Section 4.2.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure each of the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.. To the extent that the foregoing are not complied with, any amounts received by any Second Priority Representative on account of such a lien shall be promptly remitted to the Designated Senior Representative. SECTION 2.05

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; (b) subject to Section 2.06, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (bc) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Parties, the Representatives, on behalf of the Secured Parties of the Debt Facility for which it is acting, agree that any amounts received by or distributed to either of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the 55745340_4 Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Designated Senior Representative and/or the Senior Secured Parties, each Second Priority Representative, on behalf of the applicable Second Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Secured Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure all Secured Obligations in accordance with the Senior Obligationspriority of Liens set forth above; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) thereof), and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Junior Priority Representative or any Second Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Junior Priority Representative or Second Junior Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets as- sets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations, or (2) grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-first- priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Priority Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (ai) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (bii) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (ix) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (iiy) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; (b) subject to Section 2.06, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (bc) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Parties, the Representatives, on behalf of the Secured Parties of the Debt Facility for which it is acting, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Priority Secured Party, each Second Priority Representative agrees, for itself and on behalf of the applicable Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its direct or indirect Subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations, or (2) grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Priority Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Priority Obligations; and (b) if any Second Junior Priority Representative or any Second Junior Priority Debt Secured Party shall hold or acquire any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the first-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Junior Priority Representative or Second Junior Priority Debt Secured Party (i) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior ObligationsPriority Obligations (subject to the priorities set forth herein). If any Junior Priority Representative or any Junior Priority Secured Party shall, at any time, receive any Proceeds of any Lien granted thereto in contravention of this Section 2.04, it shall pay such Proceeds over to the Senior Priority Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property Specified Collateral of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property Specified Collateral of such Grantor to secure the Senior Obligations; and (b) if any Second Junior Priority Representative or any Second Junior Priority Debt Party shall hold any Lien on any assets or property Specified Collateral of any Grantor securing any Second Junior Priority Debt Obligations that are not also subject to the a first-priority Liens Lien securing all Senior Obligations under the Senior Collateral Documents, such Second Junior Priority Representative or Second Junior Priority Debt Party (i1) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property Specified Collateral to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii2) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; , and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated each Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Designated Senior Representative and/or the Senior Secured Parties, each Second Priority Representative, on behalf of the applicable Second Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. (w) The parties hereto hereto, and each of the Grantors, agree that, so long as the Discharge of Senior Credit Agreement Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Credit Agreement Obligation or Additional Obligation unless it has granted, or concurrently therewith grants, or permits the grant of, a Lien on such asset or property of such Grantor to secure the Senior each other Series of First Lien Obligations; and (b) if . If any Second Priority Authorized Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations Credit Agreement Obligation or Additional Obligation, as applicable, that are not also subject to the first-priority Liens securing all Senior other First Lien Obligations under the Senior Collateral Documentsapplicable Security Documents (the “Undersecured Obligations”), subject to Section 1.03, (A) such Second Priority Authorized Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Authorized Representative and the other Senior Secured Parties in respect of Undersecured Obligations as security for such Person’s First Lien Obligations and (B) the Grantors shall notify the Authorized Representative for the Undersecured Obligations promptly upon becoming aware of any Undersecured Obligations and shall promptly grant a similar Lien with the same priority on such assets or property to each Authorized Representative as security for the Senior applicable First Lien Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Junior Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Representatives as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to also hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Representatives as security for the Senior ObligationsObligations (subject to the relative Lien priorities set forth in this Agreement). If any Junior Representative or any Junior Secured Party shall, at any time, receive any proceeds or payment from or as a result of any Liens granted in contravention of this Section 2.04, it shall pay such proceeds or payments over to the Designated Senior Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, occurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Junior Representative or any Second Priority Debt Junior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Junior Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Junior Representative or Second Priority Debt Junior Secured Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Representatives as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative Representatives as security for all the Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativeRepresentatives, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Representatives as security for the Senior Obligations. If any Junior Representative or any Junior Secured Party shall, at any time, receive any proceeds or payment from or as a result of any Liens granted in contravention of this Section 2.04, it shall pay such proceeds or payments over to the Designated Senior Representative in accordance with the terms of Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Junior Priority Representative or any Second Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Junior Priority Representative or Second Junior Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The Except with respect to any Grantor that is a Foreign Subsidiary, the parties hereto agree that, so long as both the Discharge of Senior ABL Obligations has not occurredand Term Obligations are outstanding, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Secured Obligation unless it has granted, or concurrently therewith grants, grants a Lien on such asset or property of such Grantor to secure the Senior all Secured Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-first- priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Secured Party (i) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment of such Lien to the Designated Senior Priority Representative or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Junior Priority Representative or any Second Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Junior Priority Representative or Second Junior Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurredoccurred and subject to Section 6, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrowers or any Second Priority Debt Party other Pledgor, that it shall not acquire or hold any Lien on any assets of the Borrowers or property of any Grantor other Pledgor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof andneed for any further consent of any party and notwithstanding anything to the contrary in any other document, unless be deemed to also hold and have held such Grantor shall promptly grant a similar lien for the benefit of the First Lien on such assets or property to each Senior Representative Agents as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Lender Claims (but may retain a junior lien on such assets or property subject to the lien priority and other terms hereof) and (ii) until such assignment or such grant shall promptly notify each First Lien Agent in writing of a similar Lien to each Senior Representative, shall be deemed to hold and have held the existence of such Lien for and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the benefit First Lien Agents (and/or each of each Senior Representative and the other Senior Secured Parties its designee) as security for the applicable Senior ObligationsLender Claims.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurredoccurred and subject to Section 6, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any Second Priority Debt Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Borrower or property of any other Grantor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof andneed for any further consent of any party and notwithstanding anything to the contrary in any other document, unless be deemed to also hold and have held such Grantor shall promptly grant a similar lien for the benefit of the First Lien on such assets or property to each Senior Representative Agents as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Lender Claims (but may retain a junior lien on such assets or property subject to the lien priority and other terms hereof) and (ii) until such assignment or such grant shall promptly notify each First Lien Agent in writing of a similar Lien to each Senior Representative, shall be deemed to hold and have held the existence of such Lien for and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the benefit First Lien Agents (and/or each of each Senior Representative and the other Senior Secured Parties its designees) as security for the applicable Senior ObligationsLender Claims.

No New Liens. The parties hereto agree that, so long as (a) Until the Discharge of Senior Priority Obligations has not shall have occurred, (a) none of whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Grantors Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall grant or permit any additional be no Liens on any asset or property of any Grantor to secure any Second Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure also secures the Senior Priority Obligations; and (b) if any Second . If the Junior Priority Representative Collateral Agent or any Second Junior Priority Debt Party Claimholder shall hold any Lien on any assets or property of any Grantor securing any Second Junior Priority Obligations that are not also subject to the firstsenior-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Junior Priority Representative Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Second Junior Priority Debt Party Claimholder (i) shall notify the Designated each Senior Representative Priority Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each the Senior Representative Priority Collateral Agents as security for the Senior Priority Obligations, shall shall, at the expense of such Grantor, assign such Lien to the Designated Senior Representative Priority Collateral Agents as security for all Senior Obligations for the benefit of the Senior Secured Parties Priority Obligations (but may shall retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each the Senior RepresentativePriority Collateral Agents, shall be deemed to hold and have held such Lien for the benefit of each the Senior Representative and the other Senior Secured Parties Priority Collateral Agents as security for the Senior Priority Obligations. The Junior Priority Collateral Agent shall have no liability in connection with thethis Section 2.3(a) except as a result of its gross negligence or wilfulwillful misconduct.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations or (2) except as otherwise provided herein (including Section 2.06), grant or permit any Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) (1) if any Second Priority Representative or any Second Priority Debt Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (iA) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (iiB) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsObligations (subject to the relative Lien priorities set forth herein) or (2) if any Senior Representative or any Senior Secured Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Senior Obligations that are not also subject to the second-priority Liens securing all Second Priority Debt Obligations under the Second Priority Collateral Documents, such Senior Representative or Senior Secured Party shall notify the Designated Second Priority Representative promptly upon becoming aware thereof. 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 any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Designated Senior Representative and/or the Senior Secured Parties, the Second Priority Representative, on behalf of Second Priority Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be subject to Section 4.01.