Common use of No Other Liens Clause in Contracts

No Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Obligations, and (b) if any Term Priority Representative or any Term Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Priority Debt Obligations that are not also subject to the Liens securing all ABL Obligations under the ABL Collateral Documents, such Term Priority Representative or Term Priority Debt Party (i) shall notify the ABL Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL Representative as security for the ABL Obligations, shall assign such Lien to the ABL Representative as security for all ABL Obligations for the benefit of the ABL Secured Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the ABL Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL Representative and the other ABL Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries subsidiaries to, grant or permit any Lien on any asset to secure any Term Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Senior Obligations, and (b) if . If any Term Second Priority Representative or any Term Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Second Priority Debt Obligations that are not also subject to the Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term Second Priority Representative or Term Second Priority Debt Party (i) shall notify the ABL Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL each Senior Representative as security for the ABL Senior Obligations, shall assign such Lien to the ABL Designated Senior Representative as security for all ABL the Senior Obligations for the benefit of the ABL 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 the ABL each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL each Senior Representative and the other ABL Senior Secured Parties as security for the ABL Obligations; and Senior Obligations (II) so long as in accordance with the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit Lien priorities set forth herein). If any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Senior Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Senior Obligations that are not also subject to the second priority Liens securing all Term Second Priority Debt Obligations under the Term Second Priority Collateral Documents, the ABL such Senior Representative or any ABL Secured Party (i) shall notify the Designated Term Second Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligationsthereof. To the extent that the provisions of the third and second immediately preceding sentence sentences of this Section 2.04 are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL any Senior Representative or any other ABL Senior Secured Party, each Term Second Priority Representative agrees, for itself and on behalf of the other Term Second Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries subsidiaries to, grant or permit any Lien on any asset to secure any Term Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Senior Obligations, ; and (b) if any Term Second Priority Representative or any Term Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term Second Priority Representative or Term Second Priority Debt Party (i) shall notify the ABL Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL each Senior Representative as security for the ABL Senior Obligations, shall assign such Lien to the ABL Designated Senior Representative as security for all ABL Senior Obligations for the benefit of the ABL Senior Secured Parties (but may retain a Lien 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 the ABL each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL each Senior Representative and the other ABL Senior Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL any Senior Representative or any other ABL Senior Secured Party, each Term Second Priority Representative agrees, for itself and on behalf of the other Term Second Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 Other Liens. The parties hereto (including the BorrowerEach First Lien Priority Representative, for itself and on behalf of each of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term other First Lien Priority Debt Obligations be identicalParties, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each Super Senior Representative, for itself and on behalf of each of the other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree Super Senior Secured Parties agrees that, (I) so long as the Discharge of ABL Super Senior Obligations has not occurred, (a) (i), none of the Grantors shall, or shall permit any of its Subsidiaries subsidiaries to, grant or permit any Lien on any asset or property of such Grantor to secure any Term First Lien Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the ABL Obligations, Super Senior Obligations and (bii) none of the Grantors shall grant any Liens on any asset or property of any Grantor to secure any Super Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First Lien Priority Debt Obligations and (b)(i) if any Term First Lien Priority Representative or any Term First Lien Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term First Lien Priority Debt Obligations that are not also subject to the Liens securing all ABL Super Senior Obligations under the ABL Super Senior Collateral Documents, such Term First Lien Priority Representative or Term First Lien Priority Debt Party (i1) shall notify the ABL Designated Super Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to the ABL each Super Senior Representative as security for the ABL Super Senior Obligations, shall assign such Lien to the ABL Designated Super Senior Representative as security for all ABL Super Senior Obligations for the benefit of the ABL Super 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 the ABL Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL Representative and the other ABL Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the First Lien Collateral, Second Lien Collateral securing the ABL Obligations and the Term Priority Debt Obligations Third Lien Collateral be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateralherein. The parties hereto further agree that, (I) so long as the Discharge of ABL Priority Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Priority Debt Third Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL ObligationsPriority Obligations (however, the refusal or failure of any Priority Agent to accept such Lien will not prevent the Third Lien Collateral [Agent][Trustee] or the other Third Lien Parties from taking the Lien), and (b) if any Term Priority Representative the Third Lien Collateral [Agent][Trustee] or any Term Priority Debt other Third Lien Party shall hold any Lien on any assets or property of any Grantor securing any Term Priority Debt Third Lien Obligations that are not also subject to the Liens securing all ABL Priority Obligations under the ABL Priority Collateral Documents, such Term Priority Representative the Third Lien Collateral [Agent][Trustee] or Term Priority Debt Third Lien Party (i) shall notify the ABL Representative each Priority Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Priority Agent, for the ABL Representative benefit of the Priority Secured Parties, as security for the ABL Priority Obligations, shall assign such Lien to the ABL Representative each Priority Agent as security for all ABL the Priority Obligations for the benefit of the ABL Priority 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 Priority Agent (however, the ABL Representativerefusal or failure of any Priority Agent to accept such Lien will not prevent the Third Lien Collateral [Agent][Trustee] or the other Third Lien Parties from taking the Lien), shall be deemed to hold and have held such Lien for the benefit of the ABL Representative each Priority Agent and the other ABL Priority Secured Parties as security for the ABL Priority 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 Priority Agents or any other Priority Secured Party, the Third Lien Collateral Agent agrees, for itself and (II) on behalf of the other Third Lien Debt Parties, that any amounts received by or distributed to any Third Lien 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. The parties hereto further agree that, so long as the Discharge of Term Priority Debt Third Lien Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Priority Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Third Lien Obligations (however, the refusal or failure of the Third Lien Collateral [Agent][Trustee] to accept such Lien will not prevent any Priority Debt ObligationsAgent or the other Priority Secured Parties from taking the Lien), and (b) if the ABL Representative any Priority Agent or any ABL other Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Priority Obligations that are not also subject to the Liens securing all Term Priority Debt Third Lien Obligations under the Term Third Lien Collateral Documents, the ABL Representative such Priority Agent or any ABL Priority Secured Party (i) shall notify the Designated Term Priority Representative Third Lien Collateral [Agent][Trustee] promptly upon becoming aware thereof and, unless and such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for Third Lien Collateral [Agent][Trustee] (except with respect to any Lien with respect to which the Term Priority Debt Obligations, shall assign Third Lien Collateral [Agent][Trustee] has declined or failed to accept such grant on behalf of the Third Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations Parties) for the benefit of the Term Priority Debt Parties (but may retain a Third Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives Collateral [Agent][Trustee] and the other Term Priority Debt Third Lien Parties as security for the Term Priority Debt Third Lien Obligations. To the extent The First Lien Collateral Agent, Second Lien Collateral Agent and Third Lien Collateral [Agent][Trustee] each agrees that the provisions documents and agreements creating or evidencing the First Lien Collateral, Second Lien Collateral and Third Lien Collateral and guarantees for the Priority Obligations and the Third Lien Obligations shall be in all material respects the same forms of documents other than with respect to the relative seniority of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 4.02Obligations thereunder.

No Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the First Lien Collateral, Second Lien Collateral securing the ABL Obligations and the Term Priority Debt Obligations Third Lien Collateral be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateralin Section 2.06. The parties hereto further agree that, (I) so long as the Discharge of ABL Priority Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Priority Debt Third Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL ObligationsPriority Obligations (however, the refusal or failure of any Priority Agent to accept such Lien will not prevent the Third Lien Collateral [Agent][Trustee] or the other Third Lien Parties from taking the Lien), and (b) if any Term Priority Representative the Third Lien Collateral [Agent][Trustee] or any Term Priority Debt other Third Lien Party shall hold any Lien on any assets or property of any Grantor securing any Term Priority Debt Third Lien Obligations that are not also subject to the Liens securing all ABL Priority Obligations under the ABL Priority Collateral Documents, such Term Priority Representative the Third Lien Collateral [Agent][Trustee] or Term Priority Debt Third Lien Party (i) shall notify the ABL Representative each Priority Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Priority Agent, for the ABL Representative benefit of the Priority Secured Parties, as security for the ABL Priority Obligations, shall assign such Lien to the ABL Representative each Priority Agent as security for all ABL the Priority Obligations for the benefit of the ABL Priority 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 Priority Agent (however, the ABL Representativerefusal or failure of any Priority Agent to accept such Lien will not prevent the Third Lien Collateral [Agent][Trustee] or the other Third Lien Parties from taking the Lien), shall be deemed to hold and have held such Lien for the benefit of the ABL Representative each Priority Agent and the other ABL Priority Secured Parties as security for the ABL Priority 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 Priority Agents or any other Priority Secured Party, the Third Lien Collateral Agent agrees, for itself and on behalf of the other Third Lien Debt Parties, that any amounts received by or distributed to any Third Lien Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to the provisions of this Agreement (II) including Sections 4.01 and 4.02). The parties hereto further agree that, so long as the Discharge of Term Priority Debt Third Lien Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Priority Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Third Lien Obligations (however, the refusal or failure of the Third Lien Collateral [Agent][Trustee] to accept such Lien will not prevent any Priority Debt ObligationsAgent or the other Priority Secured Parties from taking the Lien), and (b) if the ABL Representative any Priority Agent or any ABL other Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Priority Obligations that are not also subject to the Liens securing all Term Priority Debt Third Lien Obligations under the Term Third Lien Collateral Documents, the ABL Representative such Priority Agent or any ABL Priority Secured Party (i) shall notify the Designated Term Priority Representative Third Lien Collateral [Agent][Trustee] promptly upon becoming aware thereof and, unless (provided that the failure by the Priority Agent or such Priority Secured Party to provide such notice shall not result in the impairment or invalidity of such Liens) and such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for Third Lien Collateral [Agent][Trustee] (except with respect to any Lien with respect to which the Term Priority Debt Obligations, shall assign Third Lien Collateral [Agent][Trustee] has declined or failed to accept such grant on behalf of the Third Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations Parties) for the benefit of the Term Priority Debt Parties (but may retain a Third Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives Collateral [Agent][Trustee] and the other Term Priority Debt Third Lien Parties as security for the Term Priority Debt Third Lien Obligations. To the extent The First Lien Collateral Agent, Second Lien Collateral Agent and Third Lien Collateral [Agent][Trustee] each agrees that the provisions documents and agreements creating or evidencing the First Lien Collateral, Second Lien Collateral and Third Lien Collateral and guarantees for the Priority Obligations and the Third Lien Obligations shall be in all material respects the same forms of documents other than with respect to the relative seniority of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 4.02Obligations thereunder.

No Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, occurred (a) (i), none of the Grantors shall, or shall permit any of its Subsidiaries subsidiaries to, grant or permit any Lien on any asset or property of such Grantor to secure any Term 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 ABL Obligations, Senior Obligations and (bii) none of the Grantors shall grant any 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 Priority Debt Obligations and (b)(i) if any Term Junior Priority Representative or any Term Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Junior Priority Debt Obligations that are not also subject to the Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term Junior Priority Representative or Term Junior Priority Debt Party (i1) shall notify the ABL 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 the ABL each Senior Representative as security for the ABL Senior Obligations, shall assign such Lien to the ABL Designated Senior Representative as security for all ABL Senior Obligations for the benefit of the ABL 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 the ABL each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL each Senior Representative and the other ABL Senior Secured Parties as security for the ABL Obligations; Senior Obligations and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (bii) if the ABL any Senior Representative or any ABL Senior Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Senior Obligations that are not also subject to the second-priority Liens securing all Term Junior Priority Debt Obligations under the Term Junior Priority Collateral Documents, the ABL such Senior Representative or any ABL Senior Secured Party (i) shall notify the Designated Term Junior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligationsthereof. To the extent that the provisions of clause (a)(i) or (b)(i) of the immediately preceding sentence sentences are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL any Senior Representative or any other ABL Senior Secured Party, each Term Junior Priority Representative agrees, for itself and on behalf of the other Term Junior Priority Debt Parties, that any amounts received by or distributed to any Term Junior 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 4.02Agreement.

No Other Liens. The parties hereto (including Except for the Borrower, on behalf security interest granted to the Administrative Agent for the ratable benefit of the GrantorsSecured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral owned by such Grantor by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens of others. No financing statement or other similar public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as (i) agree that have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement or (ii) are permitted by the Credit Agreement. For the avoidance of doubt, it is their intention understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto. Perfected First Priority Liens. Upon completion of the filings and other actions specified on Schedule 3, the payment of all applicable fees, the delivery to and continuing possession by the Administrative Agent of all Certificated Securities, all Instruments, all Tangible Chattel Paper and all Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Uniform Commercial Code as in effect in the applicable jurisdiction) by the Administrative Agent of all Deposit Accounts, the Collateral securing Accounts, all Securities Accounts, all Electronic Chattel Paper, Letter of Credit Rights, all Uncertificated Securities and all Securities Accounts, in each case a security interest in which is perfected by such “control”, the ABL Obligations security interest granted in Section 3 will constitute valid perfected security interests in all of the Collateral (other than Specified Assets) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor other than Ordinary Course Transferees except (x) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the Term Priority Debt Obligations be identicalby general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing, except and (y) to the extent otherwise expressly set forth herein that the recording or an assignment or other transfer of title to the extent Administrative Agent or the recording of other applicable Debt Document documents in the United States Patent and each other then extant Debt Document does not require Trademark Office or the applicable Debt Facility thereunder to United States Copyright Office may be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Obligationsnecessary for enforceability, and (b) if any Term Priority Representative or any Term Priority Debt Party shall hold any Lien are prior to all other Liens on any assets or property of any Grantor securing any Term Priority Debt Obligations that are not also subject to the Liens securing all ABL Obligations under the ABL Collateral Documents, such Term Priority Representative or Term Priority Debt Party except for (i) shall notify Liens permitted by the ABL Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL Representative as security for the ABL Obligations, shall assign such Lien to the ABL Representative as security for all ABL Obligations for the benefit of the ABL Secured Parties (but may retain a Lien on such assets or property subject to the terms hereof) Credit Agreement and (ii) until Liens which have priority over the Liens on the Collateral by operation of law. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such assignment Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office are specified on Schedule 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or such grant other organization document and long form good standing certificate as of a similar Lien date which is recent to the ABL Representativedate hereof. Inventory and Equipment. On the date hereof, shall be deemed to hold Inventory and have held such Lien for Equipment (other than mobile goods) in excess of $500,000 are kept at the benefit of the ABL Representative and the other ABL Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien locations listed on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 4.02Schedule 5.

No Other Liens. The parties hereto (including Except for the Borrower, on behalf security interest granted to the Administrative Agent for the ratable benefit of the Grantors) agree that Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is their intention understood and agreed that the Collateral securing the ABL Obligations any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the Term Priority Debt Obligations other Loan Documents, such licensing activity shall not constitute a "Lien" on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be identical, except exclusive to the extent applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, Lease or transfer the related Intellectual Property or otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by realize value from such CollateralIntellectual Property pursuant hereto. Perfected First Priority Liens. The parties hereto further agree that, (I) so long as the Discharge of ABL Obligations has not occurred, security interests granted pursuant to this Agreement (a) none that are capable of perfection pursuant to the Uniform Commercial Code of any relevant jurisdiction, upon completion of the Grantors shallfilings and other actions specified on Schedule 3 (which, or shall permit any in the case of its Subsidiaries toall filings and other documents referred to on said Schedule, grant or permit any Lien on any asset have been delivered to secure any Term Priority Debt Obligation unless it has grantedthe Administrative Agent in completed and, or concurrently therewith grantsif applicable, a Lien on duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Lenders, as collateral security for such asset to secure the ABL Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral other than Liens permitted by the Credit Agreement. Jurisdiction of Organization; Chief Executive Office. On the date hereof, such Grantor's jurisdiction of organization, identification number from the jurisdiction of organization (if any Term Priority Representative any), and the location of such Grantor's chief executive office or any Term Priority Debt Party shall hold any Lien sole place of business, as the case may be, are specified on any assets Schedule 4. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or property other organization document and long-form good standing certificate as of any Grantor securing any Term Priority Debt Obligations a date which is recent to the date hereof. 10 Inventory and Equipment. On the date hereof, the Inventory and the Equipment (other than mobile goods and goods that are not also subject to in transit or out for repair) are kept at the Liens securing all ABL Obligations under the ABL Collateral Documents, such Term Priority Representative or Term Priority Debt Party (i) shall notify the ABL Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien locations listed on such assets or property to the ABL Representative as security for the ABL Obligations, shall assign such Lien to the ABL Representative as security for all ABL Obligations for the benefit Schedule 5. Farm Products. None of the ABL Secured Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the ABL Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL Representative and the other ABL Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shallCollateral constitutes, or shall permit any of its Subsidiaries tois the Proceeds of, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 4.02Farm Products.

No Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Senior Obligations and the Term Junior Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Senior Obligations, and (b) if any Term Junior Priority Representative or any Term Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Junior Priority Debt Obligations that are not also subject to the Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term Junior Priority Representative or Term Junior Priority Debt Party (i) shall notify the ABL Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL each Senior Representative as security for the ABL Senior Obligations, shall assign such Lien to the ABL Designated Senior Representative as security for all ABL Senior Obligations for the benefit of the ABL 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 the ABL each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL each Senior Representative and the other ABL Senior Secured Parties as security for the ABL Obligations; and (II) so long as the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Obligations that are not also subject to the Liens securing all Term Priority Debt Obligations under the Term Collateral Documents, the ABL Representative or any ABL Secured Party (i) shall notify the Designated Term Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL any Senior Representative or any other ABL Senior Secured Party, each Term Junior Priority Representative agrees, for itself and on behalf of the other Term Junior Priority Debt Parties, that any amounts received by or distributed to any Term Junior 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries subsidiaries to, grant or permit any Lien on any asset to secure any Term Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Senior Obligations, and (b) if . If any Term Second Priority Representative or any Term Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Second Priority Debt Obligations that are not also subject to the Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term Second Priority Representative or Term Second Priority Debt Party (i) shall notify the ABL Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL each Senior Representative as security for the ABL Senior Obligations, shall assign such Lien to the ABL Designated Senior Representative as security for all ABL the Senior Obligations for the benefit of the ABL 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 the ABL each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL each Senior Representative and the other ABL Senior Secured Parties as security for the ABL Obligations; and Senior Obligations (II) so long as in accordance with the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit Lien priorities set forth herein). If any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Senior Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Senior Obligations that are not also subject to the second priority Liens securing all Term Second Priority Debt Obligations under the Term Second Priority Collateral Documents, the ABL such Senior Representative or any ABL Secured Party (i) shall notify the Designated Term Second Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligationsthereof. To the extent that the provisions of the third and second immediately preceding sentence sentences of this Section 2.04 are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL any Senior Representative or any other ABL Senior Secured Party, each Term Second Priority Representative agrees, for itself and on behalf of the other Term Second Priority Debt Parties, that any amounts received by or distributed to any Term 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 Section 4.02. Apria, Inc. has requested confidential treatment of this registration statement and 4.02 and (II) without limiting any other right or remedy available associated correspondence pursuant to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf Rule 83 of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 Securities and 4.02Exchange Commission.

No Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Senior Collateral securing the ABL Obligations and the Term Junior Priority Debt Obligations Collateral be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateralherein. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any Term Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL ObligationsSenior Obligations (however, the refusal or failure of the First Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent or the other Junior Priority Parties from taking the Lien), and (b) if any Term Priority Representative the Second Lien Collateral Agent or any Term other Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Priority Debt Junior Obligations that are not also subject to the Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term the Second Lien Collateral Agent or Junior Priority Representative or Term Priority Debt Party (i) shall notify the ABL Representative First Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL Representative First Lien Collateral Agent, for the benefit of the Senior Secured Parties, as security for the ABL Senior Obligations, shall assign such Lien to the ABL Representative First Lien Collateral Agent as security for all ABL the Senior Obligations for the benefit of the ABL 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 the ABL RepresentativeFirst Lien Collateral Agent (however, the refusal or failure of the First Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent or the other Junior Priority Parties from taking the Lien), shall be deemed to hold and have held such Lien for the benefit of the ABL Representative First Lien Collateral Agent and the other ABL Senior Secured Parties as security for the ABL 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 the First Lien Collateral Agent or any other Senior Secured Party, the Second Lien Collateral Agent agrees, for itself and (II) on behalf of the other Junior Priority Debt Parties, that any amounts received by or distributed to any Junior 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. The parties hereto further agree that, so long as the Discharge of Term Priority Debt Junior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt ObligationsJunior Obligations (however, the refusal or failure of the Second Lien Collateral Agent to accept such Lien will not prevent the First Lien Collateral Agent or the other Senior Secured Parties from taking the Lien), and (b) if the ABL Representative First Lien Collateral Agent or any ABL other Senior Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Senior Obligations that are not also subject to the Liens securing all Term Priority Debt Junior Obligations under the Term Junior Priority Collateral Documents, the ABL Representative First Lien Collateral Agent or any ABL Senior Secured Party (i) shall notify the Designated Term Priority Representative Second Lien Collateral Agent promptly upon becoming aware thereof and, unless and such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Second Lien Collateral Agent (except with respect to any Lien with respect to which the Second Lien Collateral Agent has declined or failed to accept such grant on behalf of the Junior Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations Parties) for the benefit of the Term Priority Debt Parties (but may retain a Second Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives Collateral Agent and the other Term Junior Priority Debt Parties as security for the Term Priority Debt Junior Obligations. To the extent The First Lien Collateral Agent and Second Lien Collateral Agent agree that the provisions documents and agreements creating or evidencing the Senior Collateral and the Junior Priority Collateral and guarantees for the Senior Obligations and the Junior Obligations shall be in all material respects the same forms of documents other than with respect to the senior and junior lien nature of the immediately preceding sentence are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL Representative or any other ABL Secured Party, each Term Priority Representative agrees, for itself and on behalf of the other Term Priority Debt Parties, that any amounts received by or distributed to any Term 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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 4.02Obligations thereunder.

No Other Liens. The parties hereto (including the Borrower, on behalf of the Grantors) agree that it is their intention that the Collateral securing the ABL Obligations and the Term Priority Debt Obligations be identical, except to the extent otherwise expressly set forth herein or to the extent the applicable Debt Document and each other then extant Debt Document does not require the applicable Debt Facility thereunder to be secured by such Collateral. The parties hereto further agree that, (I) so long as the Discharge of ABL Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries subsidiaries to, grant or permit any Lien on any asset to secure any Term Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the ABL Senior Obligations. Except as permitted by each Senior Debt Document, and (b) if any Term Junior Priority Representative or any Term Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Term Junior Priority Debt Obligations that are not also subject to the Liens securing all ABL Senior Obligations under the ABL Senior Collateral Documents, such Term Junior Priority Representative or Term Junior Priority Debt Party (ia) shall notify the ABL Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the ABL each Senior Representative as security for the ABL Senior Obligations, shall assign such Lien to the ABL Designated Senior Representative as security for all ABL the Senior Obligations for the benefit of the ABL 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 the ABL each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the ABL each Senior Representative and the other ABL Senior Secured Parties as security for the ABL Obligations; and Senior Obligations (II) so long as in accordance with the Discharge of Term Priority Debt Obligations has not occurred, (a) none of the Grantors shall, or shall permit Lien priorities set forth herein). If any of its Subsidiaries to, grant or permit any Lien on any asset to secure any ABL Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Term Priority Debt Obligations, and (b) if the ABL Senior Representative or any ABL Secured Party shall hold any Lien on any assets or property of any Grantor securing any ABL Senior Obligations that are not also subject to the junior priority Liens securing all Term Junior Priority Debt Obligations under the Term Junior Priority Collateral Documents, the ABL such Senior Representative or any ABL Secured Party (i) shall notify the Designated Term Junior Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Designated Term Priority Representative as security for the Term Priority Debt Obligations, shall assign such Lien to the Designated Term Priority Representative as security for all Term Priority Debt Obligations for the benefit of the Term Priority Debt Parties (but may retain a Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Designated Term Priority Representative, shall be deemed to hold and have held such Lien for the benefit of the Term Priority Representatives and the other Term Priority Debt Parties as security for the Term Priority Debt Obligationsthereof. To the extent that the provisions of the third and second immediately preceding sentence sentences of this Section 2.04 are not complied with for any reason, (I) without limiting any other right or remedy available to the ABL any Senior Representative or any other ABL Senior Secured Party, each Term Junior Priority Representative agrees, for itself and on behalf of the other Term Junior Priority Debt Parties, that any amounts received by or distributed to any Term Junior 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 and (II) without limiting any other right or remedy available to any Term Priority Representative or any other Term Priority Debt Party, the ABL Representative agrees, for itself and on behalf of the other ABL Secured Parties, that any amounts received by or distributed to any ABL Secured 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.