Common use of No New Liens Clause in Contracts

No New Liens. (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until After the incurrence of the Working Capital Facility Obligations and until the Discharge of Senior Priority Working Capital Facility Obligations, each Junior Priority Agent(i) the Existing Notes Collateral Agent agrees, for itself and on behalf of itself each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Junior Priority Creditors represented thereby, hereby agrees that: (i) no Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such Junior Priority Secured Party shall knowingly acquire assets or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee properties which is senior and prior to the Liens thereon of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to Notes Collateral Agent and the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth hereinNoteholders; and (ii) if the Interim Notes Collateral Agent agrees, for itself and on behalf of each Interim Notes Noteholder, that the Interim Notes Collateral Agent and each Interim Notes Noteholder shall not demand or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such Junior Priority Secured Party assets or properties which is senior and prior to the Liens thereon of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agrees, for itself and on behalf of each Pari Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender shall nonetheless acquire not demand or hold receive any guarantee Lien upon any assets or properties of Junior Priority Obligations any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior and prior to the Liens thereon of the Pari Passu Collateral Agent and the Pari Passu Lenders; and (iv) the parties hereto agree that, to the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after the date hereof, any amounts received by any Person who does not also provide a guarantee of Senior Priority Obligations or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or LienSection 4.1. (b) Until the Discharge of Senior Priority Interim Notes Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case(i) the Existing Notes Collateral Agent agrees, for itself and on behalf of itself each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire Lien upon any assets or hold (x) any guarantee properties of any Senior Priority Obligations by any Person Obligor unless such Person also provides the Interim Notes Collateral Agent has been granted a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for itself and the other Senior Priority Obligations (subject Interim Notes Noteholders on such assets or properties which is senior and prior to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing Liens thereon of the existence of such guarantee or Lien. Existing Notes Collateral Agent and the Existing Notes Noteholders; (cii) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each casePari Passu Collateral Agent agrees, for itself and on behalf of itself each Pari Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender shall not demand or receive any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and Lien upon any assets or properties of any Obligor unless the Interim Notes Collateral Agent has been granted a Lien on behalf such assets or properties which is pari passu in rank with the Liens thereon of itself the Pari Passu Collateral Agent and the Junior Priority Creditors represented therebyPari Passu Lenders; and (iii) the parties hereto agree that, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under extent that the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach foregoing provisions of this Section 2.5 2.5(b) are not complied with for any reason, after the date hereof, any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, or any of them pursuant to or as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.5(b) shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. (a) Until After the incurrence of the Working Capital Facility Obligations and until the Discharge of Senior Priority Working Capital Facility Obligations, each Junior Priority Agent(i) the Existing Notes Collateral Agent agrees, for itself and on behalf of itself each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Junior Priority Creditors represented thereby, hereby agrees that: (i) no Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such Junior Priority Secured Party shall knowingly acquire assets or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee properties which is senior and prior to the Liens thereon of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to Notes Collateral Agent and the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth hereinNoteholders; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Interim Notes Collateral Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each caseagrees, for itself and on behalf of itself each Interim Notes Noteholder, that the Interim Notes Collateral Agent and each Interim Notes Noteholder shall not demand or receive any Senior Priority Creditors represented thereby, each Senior Priority Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior and prior to the Liens thereon of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agrees, for itself and on behalf of itself each Pari Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender shall not demand or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior and prior to the Liens thereon of the Pari Passu Collateral Agent and the Senior Priority Creditors represented therebyPari Passu Lenders; and (iv) the parties hereto agree that, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under extent that the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach foregoing provisions of this Section 2.5 2.5(a) are not complied with for any reason, after the date hereof, any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, or any of them pursuant to or as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.5(a) shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Lien Obligations has not occurred, (a) Until none of the Discharge Grantors shall grant or permit any additional Liens on any asset or property of Senior Priority any Grantor to secure any Junior-Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First-Lien Obligations, ; and (b) each Junior Priority AgentJunior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees, for itself and on behalf of itself and each applicable Junior-Lien Secured Party, whether or not any Junior Priority Creditors represented therebyInsolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, hereby agrees that: (i) no such Junior Priority Secured Party that it shall knowingly not acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of the Company or any Credit Party other Grantor securing any Junior Priority Obligation which assets Junior-Lien Obligations that are not also subject to the first-priority Lien in respect of each Senior Priority Agent the First- Lien Obligations under the Senior Priority DocumentsFirst-Lien Debt Documents (other than with respect to Additional First-Lien Debt Obligations that, subject by their terms, are not intended to be secured by all of the First- Lien Priority set forth herein; Collateral and (ii) if , in particular, are not intended to be secured by such assets). If any such Junior Priority Junior- Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are Collateral that is not also subject to the first-priority Lien in respect of each Senior Priority Agent the First-Lien Obligations under the Senior Priority First- Lien Debt Documents, subject to the Lien Priority set forth herein, then such Junior Priority Junior-Lien Authorized Representative, Junior-Lien Collateral Agent (or the relevant Junior Priority Creditor) Junior-Lien Secured Party shall, without the need for any further consent of any other Junior Priority Secured Party party and notwithstanding anything to the contrary in any other Junior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority First-Lien Collateral Agents as security for the Senior Priority applicable First-Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall promptly notify each Senior Priority Agent the First-Lien Collateral Agents in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except Lien and in any event take such actions as may be separately otherwise agreed in writing requested by and between the First-Lien Collateral Agents to assign or among any release such Liens to the First-Lien Collateral Agents (and/or its designees) as security for the applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: First-Lien Obligations (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides but may retain a guarantee of all the other Senior Priority Obligations, or (y) any Junior-Lien on any such assets of any Credit Party securing any Senior Priority Obligation which assets are not also or property subject to the Lien of each other Senior Priority Agent under the Senior Priority Documentsterms hereof) and until such release or assignment, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent the First-Lien Collateral Agents as security for the First-Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Senior Priority Obligations (subject rights and remedies available to the First-Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of Secured Parties, the existence of such guarantee or Lien. (c) Until Junior-Lien Authorized Representatives, the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself Junior-Lien Collateral Agents and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority other Junior- Lien Secured Party shall knowingly acquire Parties agree that any amounts received by or hold (x) distributed to any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.4 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.2.

No New Liens. (a) Until It is the anticipation of the parties, that until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by consensual Lien on any Person unless such Person assets securing any Term Obligation which assets are not also provides a guarantee subject to the Lien of the Senior Priority Obligations, ABL Agent under the ABL Documents. If any Term Secured Party shall (nonetheless and in breach hereof) acquire or (y) hold any Lien on any assets of any Credit Party securing any Junior Priority Term Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to then the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Term Agent (or the relevant Junior Priority CreditorTerm Secured Party) shall, without the need for any further consent of any other Junior Priority Term Secured Party Party, the Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other Junior Priority Term Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents ABL Agent as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the ABL Agent in writing of the existence of such guarantee or LienLien upon becoming aware thereof. (b) Until It is the anticipation of the parties, that until the date upon which the Discharge of Senior Priority ObligationsTerm Obligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority ABL Secured Party shall knowingly acquire or hold any consensual Lien on any assets securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall (xnonetheless and in breach hereof) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, acquire or (y) hold any Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority the Term Agent under the Senior Priority Term Documents, subject to then the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority ABL Agent (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority ABL Secured Party Party, the Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Document be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of each other Senior Priority the Term Agent as security for the other Senior Priority Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the Term Agent in writing of the existence of such guarantee or LienLien upon becoming aware thereof. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until So long as the Discharge of Senior Priority ObligationsLender Claims has not occurred and subject to Section 6, each Junior Second Priority AgentAgent agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior each applicable Second Priority Secured Party Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall knowingly not acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of the Company or any Credit Party other Grantor securing any Junior Second Priority Obligation which assets Claims that are not also subject to the first-priority Lien in respect of each the Senior Priority Agent Lender Claims under the Senior Lender Documents. If any Second Priority Documents, subject to the Lien Priority set forth herein; and (ii) if Agent or any such Junior Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are collateral that is not also subject to the first-priority Lien in respect of each the Senior Priority Agent Lender Claims under the Senior Priority Lender Documents, subject to the Lien Priority set forth herein, then such Junior Second Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party party and notwithstanding anything to the contrary in any other Junior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority First Lien Agents as security for the Senior Priority Obligations Lender Claims (subject to the Lien Priority lien priority and other terms hereof) and shall promptly notify each Senior Priority First Lien Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except Lien and in any event take such actions as may be separately otherwise agreed in writing requested by and between any First Lien Agent to assign or among any release such Liens to the First Lien Agents (and/or each of its designee) as security for the applicable Senior Lender Claims. 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 Lien Agent or any other Senior Lender, each Second Priority Agents, in each caseAgent agrees, for itself and on behalf of itself and the other Second Priority Secured Parties, that any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior amounts received by or distributed to any Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.3 shall be subject to Section 4.1 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.2.

No New Liens. (a) Until It is the anticipation of the parties, that until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any consensual Lien on any assets of any Credit Party securing any Junior Priority Term Obligation (other than any Term Exclusive Collateral) which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any such Lien on any assets of any Credit Party securing any Junior Priority Obligation, Term Obligation (other than any Term Exclusive Collateral or any Liens on Real Property) which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to then the Lien Priority set forth herein, then such Junior Priority Controlling Term Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Term Secured Party, the Borrower or any Term Credit Party and notwithstanding anything to the contrary in any other Junior Priority Term Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents ABL Agent as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the ABL Agent in writing of the existence of such guarantee or LienLien upon becoming aware thereof. (b) Until It is the anticipation of the parties, that until the date upon which the Discharge of Senior Priority ObligationsTerm Obligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any consensual Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation (other than any ABL Exclusive Collateral) which assets are not also subject to the Lien of each other Senior Priority Agent the Term Agents under the Senior Priority Term Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any such Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation (other than any ABL Exclusive Collateral) which assets are not also subject to the Lien of each other Senior Priority Agent the Term Agents under the Senior Priority Term Documents, subject to then the Lien Priority set forth herein, then such Senior Priority ABL Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority ABL Secured Party, the Borrower or any ABL Credit Party and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Document be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of each other Senior Priority Agent the relevant Term Agents as security for the other Senior Priority Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the relevant Term Agent in writing of the existence of such guarantee or LienLien upon becoming aware thereof. (c) Until the Discharge The Term Secured Parties and ABL Secured Parties agree that any amounts received or distributed to any of Junior Priority Obligations, except them as may be separately otherwise agreed a result of Liens granted in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach contravention of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 3.9.

No New Liens. (a) Until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) the parties hereto agree that no such Junior Priority Cash Flow Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Cash Flow Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Cash Flow Collateral Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, Cash Flow Collateral Obligations which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent the relevant Cash Flow Collateral Secured Party (or the Cash Flow Collateral Agent representing such relevant Junior Priority CreditorCash Flow Collateral Secured Party) shall, without the need for any further consent of any other Junior Priority Cash Flow Collateral Secured Party and notwithstanding anything to the contrary in any other Junior Priority Cash Flow Collateral Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority Agents ABL Agent as security for the Senior ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Obligation or Capitalized Lease Obligation owing to any Cash Flow Collateral Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Cash Flow Collateral Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)). (b) Until the date upon which the Discharge of All Cash Flow Collateral Obligations shall have occurred, the parties hereto agree that: (i) No ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Cash Flow Collateral Agent under its respective Cash Flow Collateral Documents, subject to the Lien Priority set forth herein (except to the extent provided in Section 7.22 hereof). If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Cash Flow Collateral Agent under its respective Cash Flow Collateral Documents, subject to the Lien Priority set forth herein (except to the extent provided in Section 7.22 hereof), then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of each Cash Flow Collateral Agent as security for its respective Cash Flow Collateral Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Cash Flow Collateral Agent in writing of the existence of such guarantee or Lien. (b) Until . For the Discharge avoidance of Senior Priority Obligationsdoubt, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: this paragraph (i) no such Senior Priority Secured Party shall knowingly acquire or hold not apply to any Lien on (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all Note Excluded Assets, to the other Senior Priority Obligations, extent provided in Section 7.22 hereof or (y) any property of any Credit Party securing any Purchase Money Obligations or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case under this clause (y), to the extent such property constitutes Excluded Assets (as defined in the Cash Flow Collateral Documents referred to in the first sentence of this paragraph)). (ii) No Cash Flow Collateral Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any Senior Priority Cash Flow Collateral Obligation which assets are not also subject to the Lien of each other Senior Priority Cash Flow Collateral Agent under the Senior Priority its respective Cash Flow Collateral Documents, subject to the Lien Priority set forth herein; and herein (ii) if except to the extent provided in Section 7.22 hereof). If any such Senior Priority Cash Flow Collateral Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Cash Flow Collateral Obligation which assets are not also subject to the Lien of each other Senior Priority Cash Flow Collateral Agent under the Senior Priority its respective Cash Flow Collateral Documents, subject to the Lien Priority set forth hereinherein (except to the extent provided in Section 7.22 hereof), then such Senior Priority Agent relevant Cash Flow Collateral Secured Party (or the Cash Flow Collateral Agent representing such relevant Senior Priority CreditorCash Flow Collateral Secured Party) shall, without the need for any further consent of any other Senior Priority Cash Flow Collateral Secured Party and notwithstanding anything to the contrary in any other Senior Priority Cash Flow Collateral Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Senior Priority Cash Flow Collateral Agent as security for the other Senior Priority its respective Cash Flow Collateral Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority other Cash Flow Collateral Agent in writing of the existence of such guarantee or Lien. . For the avoidance of doubt, this paragraph (cii) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold not apply to (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all Note Excluded Assets, to the other Junior Priority Obligations, extent provided in Section 7.22 hereof or (y) any Lien on any assets property of any Credit Party securing any Junior Priority Purchase Money Obligations or Capitalized Lease Obligation which assets are not also subject owing to the Lien of each other Junior Priority Agent under the Junior Priority Documentsany Cash Flow Collateral Secured Party, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Cash Flow Collateral Secured Party, or that consists of any Credit Party securing any Junior Priority Obligation which assets are not also property subject to the Lien of any such sale and leaseback transaction or general intangibles related thereto (in each other Junior Priority Agent case under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent this clause (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereofy), to acquire, hold or continue the extent such property constitutes Excluded Assets (as defined in the Cash Flow Collateral Documents referred to hold any Lien in any asset the first sentence of any Credit Partythis paragraph)).

No New Liens. (a) Until It is the anticipation of the parties that, until the date upon which the Discharge of Senior Priority ObligationsLien Obligations shall have occurred, each no Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Lien Secured Party shall knowingly acquire or hold (x) any guarantee of consensual Lien on any assets securing any Junior Priority Obligations by any Person unless such Person Lien Obligation which assets are not also provides a guarantee subject to the Lien of the Senior Priority Obligations, Lien Agent under the Senior Lien Documents. If any Junior Lien Secured Party shall (nonetheless and in breach hereof) acquire or (y) hold any Lien on any assets of any Credit Party securing any Junior Priority Lien Obligation which assets are not also subject to the Lien of each the Senior Priority Lien Agent under the Senior Priority Lien Documents, subject to then the Junior Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority CreditorLien Secured Party) shall, without the need for any further consent of any other Junior Priority Lien Secured Party Party, the Borrower, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Junior Priority Lien Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents Lien Agent as security for the Senior Priority Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each the Senior Priority Lien Agent in writing of the existence of such guarantee Lien upon becoming aware thereof. Without limiting any other right or Lienremedy available to the Senior Lien Agent or the Senior Lien Secured Parties, the Junior Lien Agent, on behalf of the Junior Lien 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 2.5(a) shall be subject to the turnover provisions in Section 3.6. (b) Until It is the anticipation of the parties that, until the date upon which the Discharge of Senior Priority ObligationsLien Obligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable no Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Lien Secured Party shall knowingly acquire or hold (x) any guarantee of consensual Lien on any assets securing any Senior Priority Obligations by Lien Obligation which assets are not also subject to the Lien of the Junior Lien Agent under the Junior Lien Documents (other than as set forth in Section 2.1(d)). If any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, Lien Secured Party shall (nonetheless and in breach hereof) acquire or (y) hold any Lien on any assets of any Credit Party securing any Senior Priority Lien Obligation which assets are not also subject to the Lien of each other Senior Priority the Junior Lien Agent under the Senior Priority Documents, subject to the Junior Lien Priority Documents (other than as set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under in Section 2.1(d)), then the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority CreditorLien Secured Party) shall, without the need for any further consent of any other Senior Priority Lien Secured Party Party, the Borrower, any Senior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Senior Priority Lien Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of each other Senior Priority the Junior Lien Agent as security for the other Senior Priority Junior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the Junior Lien Agent in writing of the existence of such guarantee or LienLien upon becoming aware thereof. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and none of the Grantors shall (a) grant or permit any additional Liens on behalf any asset or property of itself and any Grantor to secure any Junior Priority Creditors represented therebyDebt Obligation unless it has granted, hereby agrees that: or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations or (b) grant or permit any additional 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 Junior Priority Debt Obligations. If any Junior Representative or any Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Junior Representative or Junior Priority Debt Party (i) no 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. 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 Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the first priority Lien of each the Senior Priority Agent Secured Parties under the Senior Priority Debt Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shallthen, without the need for any further consent of limiting any other Junior Priority Secured Party rights and notwithstanding anything remedies available to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire Representative or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority ObligationsSecured Parties, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority DocumentsJunior Representative, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented therebyDebt Parties, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire that any amounts received by or hold (x) distributed to any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), Liens so granted shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no 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 Junior asset or property of such Grantor to secure the Senior Obligations; and (ii) if any Second Priority Secured Representative or any Second Priority Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject such Second Priority Representative or Second Priority Debt Party (x) 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 Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Designated Senior Representative as security for all Senior Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any until such assignment or such grant of a similar Lien on any assets of any Credit Party securing any to each Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority DocumentsRepresentative, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent 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 Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02. (b) The existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Party expressly decliningObligations shall not be deemed to be a difference in Collateral among any series, in writing (by virtue issue or class of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold Senior Obligations or continue to hold any Lien in any asset of any Credit PartySecond Priority Debt Obligations.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (ia) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee 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 Priority Obligations, or (y2) 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 Credit Party Grantor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each first- priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject 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 Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Designated Senior Representative as security for all Senior Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any until such assignment or such grant of a similar Lien to each Senior Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent 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 Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02. (b) The existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Party expressly decliningObligations shall not be deemed to be a difference in Collateral among any series, in writing (by virtue issue or class of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold Senior Obligations or continue to hold any Lien in any asset of any Credit PartySecond Priority Debt Obligations.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsObligations Payment Date, each no Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each the Senior Priority Agent Secured Parties under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, Obligation which assets are not also subject to the Lien of each the Senior Priority Agent Secured Parties under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent Representative (or the relevant Junior Priority CreditorSecured Party) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Document be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority Agents Representative or Senior Representatives (as applicable) as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each the Senior Priority Agent Representative or Senior Representatives (as applicable) in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligationsapplicable Junior Obligation Payment Date, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party Parties shall knowingly not acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Senior Obligation which assets are not also subject to the Lien of the respective Junior Representative under the applicable Junior Documents, subject to the Lien Priority set forth herein; provided, however, the ABL Agent may hold Liens on ABL Agent Cash Collateral notwithstanding such Junior Representative’s lack of a Lien thereon. If a Senior Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any Senior Obligation which assets are not also subject to the Lien of each other Senior Priority Agent Junior Representative under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority applicable Junior Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) Secured Party shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, Document be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Senior Priority Agent such Junior Representative as security for the other Senior Priority applicable Junior Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent such Junior Representative in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsDebt Obligations Payment Date, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party the Purchaser shall knowingly not acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party the Vendor securing any Junior Priority Royal Gold Obligation which assets are not also subject to the Lien of each the Senior Priority Agent Debt Representative under the Senior Priority Debt Documents, subject to the Lien Priority set forth herein; and . If the Purchaser shall (iinonetheless and in breach hereof) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Note Party securing any Junior Priority Obligation, Royal Gold Obligation which assets are not also subject to the Lien of each the Senior Priority Agent Debt Representative under the Senior Priority Debt Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) Purchaser shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Royal Gold Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority Agents Debt Representative as security for the Senior Priority Debt Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each the Senior Priority Agent Debt Representative in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Royal Gold Obligations Payment Date, no Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Debt Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party the Vendor securing any Senior Priority Debt Obligation which assets are not also subject to the a Lien of each other Senior Priority Agent under the Senior Priority Royal Gold Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Debt Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Note Party securing any Senior Priority Debt Obligation which assets are not also subject to the a Lien of each other Senior Priority Agent under the Senior Priority Royal Gold Documents, subject to the Lien Priority set forth herein, then such the Senior Priority Agent Debt Representative (or the relevant Senior Priority CreditorDebt Secured Party) shall, without the need for any further consent of any other Senior Priority Debt Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, Debt Document be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Senior Priority Agent the Purchaser as security for the other Senior Priority Royal Gold Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent the Purchaser in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsABL Obligations Payment Date, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Junior Priority Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the ABL Representative under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the ABL Representative under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent the Term Loan Representative (or the relevant Junior Priority CreditorTerm Loan Secured Party) shall, without the need for any further consent of any other Junior Priority Term Loan Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Term Loan Document be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority Agents ABL Representative as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent the ABL Representative in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsTerm Loan Obligations Payment Date, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Term Loan Representative under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Term Loan Representative under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent the ABL Representative (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority ABL Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Document be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Senior Priority Agent the Term Loan Representative as security for the other Senior Priority Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent the Term Loan Representative in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and none of the Grantors shall (a) grant or permit any additional Liens on behalf any asset or property of itself and any Grantor to secure any Junior Priority Creditors represented therebyDebt Obligation unless it has granted, hereby agrees that: or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations or (b) grant or permit any 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 Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Junior Representative or Junior Priority Debt Party (i) no shall notify the Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien to the 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 the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of 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 Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the first priority Lien of each the Senior Priority Agent Secured Parties under the Senior Priority Debt Documents, subject then, without limiting any other rights and remedies available to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire Senior Representative or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority ObligationsSecured Parties, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority DocumentsJunior Representative, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented therebyDebt Parties, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire that any amounts received by or hold (x) distributed to any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), Liens so granted shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. The parties hereto agree that, so long as the Discharge of First Priority Obligations has not occurred, (a) Until none of the Discharge Grantors shall grant any additional Liens on any asset or property of Senior 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 First Priority Obligations, each Junior ; and (b) if any Second Priority Agent, for and on behalf of itself and Representative or any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each Senior Liens securing all First Priority Agent Obligations under the Senior First Priority Collateral Documents, such Second Priority Representative or Second Priority Secured Party (i) shall notify the Designated 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 First Priority Representative as security for the First Priority Obligations, shall assign such Lien to the Designated First Priority Representative as security for all First Priority Obligations for the benefit of the First Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the Lien Priority set forth herein; and terms hereof) and (ii) if any until such Junior assignment or such grant of a similar Lien to each First Priority Secured Party Representative shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each First Priority Representative and the Senior other First Priority Agents Secured Parties as security for the Senior First Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent relative lien priorities set forth in writing this Agreement). To the extent that the provisions of the existence of such guarantee immediately preceding sentence are not complied with for any reason, without limiting any other right or Lien. (b) Until the Discharge of Senior remedy available to any First Priority ObligationsRepresentative or any other First Priority Secured Party, except as may be separately otherwise agreed in writing by and between or among any applicable Senior each Second Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior other Second Priority Secured Party shall knowingly acquire Parties that it represents, that any amounts received by or hold (x) distributed to any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior First Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsWorking Capital Obligations Payment Date, each Junior Priority Agent, for and on behalf of itself and no Loan Party shall grant to any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Junior Priority Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the Working Capital Representative under the Senior Priority Working Capital Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the Working Capital Representative under the Senior Priority Working Capital Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent the Term Loan Representative (or the relevant Junior Priority CreditorTerm Loan Secured Party) shall, without the need for any further consent of any other Junior Priority Term Loan Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Term Loan Document be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Working Capital Representative as security for the Senior Priority Working Capital Obligations (subject to the Lien Priority and other terms hereof) and Borrower shall promptly notify each Senior Priority Agent the Working Capital Representative in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsTerm Loan Obligations Payment Date, except as may be separately otherwise agreed in writing by and between or among no Loan Party shall grant to any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Working Capital Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Senior Priority Working Capital Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Term Loan Representative under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Working Capital Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Senior Priority Working Capital Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Term Loan Representative under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent the Working Capital Representative (or the relevant Senior Priority CreditorWorking Capital Secured Party) shall, without the need for any further consent of any other Senior Priority Working Capital Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, Working Capital Document be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent the Term Loan Representative as security for the other Senior Priority Term Loan Obligations (subject to the Lien Priority and other terms hereof) and Borrower shall promptly notify each Senior Priority Agent the Term Loan Representative in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior First Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until 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) each Junior Second Priority AgentRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior each applicable Second Priority Secured Party Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall knowingly not acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of the Company or any Credit Party other Grantor securing any Junior Second Priority Obligation which assets Debt Obligations that are not also subject to the first-priority Lien in respect of each the Senior Priority Agent Obligations under the Senior Debt Documents (other than with respect to Additional Senior Debt Obligations that, by their terms, are not intended to be secured by all of the Senior Collateral and, in particular, are not intended to be secured by such assets). If any Second Priority Documents, subject to the Lien Priority set forth herein; and (ii) if Representative or any such Junior Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are Collateral that is not also subject to the first-priority Lien in respect of each the Senior Priority Agent Obligations under the Senior Priority Debt Documents, subject to the Lien Priority set forth herein, then such Junior Second Priority Agent (or the relevant Junior Priority Creditor) Representative shall, without the need for any further consent of any other Junior Priority Secured Party party and notwithstanding anything to the contrary in any other Junior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Collateral Agent as security for the applicable Senior Priority Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall promptly notify each the Senior Priority Collateral Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except Lien and in any event take such actions as may be separately otherwise agreed in writing requested by and between the Senior Collateral Agent to assign or among any release such Liens to the Senior Collateral Agent (and/or its designees) as security for the applicable Senior Priority Agents, in each case, for and Obligations (but may retain a junior lien on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire assets or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also property subject to the Lien of each other Senior Priority Agent under the Senior Priority Documentsterms hereof) and until such release or assignment, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other the Senior Priority Collateral Agent 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 Secured Parties, the Second Priority Obligations (Representatives and the other Second 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 2.04 shall be subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding Section 4.02. Notwithstanding anything to the contrary set forth in this Agreement (including this Section 2.04), the Grantors may grant or permit Liens solely on the cash proceeds (and any other Junior deposit account in which such proceeds are deposited) of any issuance or incurrence of any Second Priority Document, be deemed to also hold and have held such guarantee or Lien Debt Obligations for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence holders of such guarantee obligations (including any representative or Lientrustee thereof) without granting a Lien on such assets to secure the Senior Obligations or any Second Priority Debt Obligations other than the Second Priority Debt Obligations the issuance of which created such cash proceeds. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees the parties hereto agree that: (i) no such Junior Priority No Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority the Term Loan Agent (or the relevant Junior Priority CreditorTerm Loan Secured Party) shall, without the need for any further consent of any other Junior Priority Term Loan Secured Party and notwithstanding anything to the contrary in any other Junior Priority Term Loan Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents ABL Agent as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the ABL Agent in writing of the existence of such guarantee Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Lien. Capitalized Lease Obligation owing to any Term Loan Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Term Loan Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and to the Senior Priority Creditors represented thereby, hereby agrees that:extent such property constitutes Excluded Assets (as defined in the ABL Documents)). (iii) no such Senior Priority No Additional Term Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Additional Term Obligation which assets are not also subject to the Lien of each other Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Additional Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Additional Term Obligation which assets are not also subject to the Lien of each other Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Senior Priority the relevant Additional Term Agent (or the relevant Senior Priority CreditorAdditional Term Secured Party) shall, without the need for any further consent of any other Senior Priority Additional Term Secured Party and notwithstanding anything to the contrary in any other Senior Priority Additional Term Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority the ABL Agent as security for the other Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the ABL Agent in writing of the existence of such guarantee Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Lien. Capitalized Lease Obligation owing to any Additional Term Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Term Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and to the Junior Priority Creditors represented thereby, hereby agrees that:extent such property constitutes Excluded Assets (as defined in the ABL Documents)). (iiii) no such Junior Priority No Additional ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Additional ABL Obligation which assets are not also subject to the Lien of each other Junior Priority the ABL Agent under the Junior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Additional ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Additional ABL Obligation which assets are not also subject to the Lien of each other Junior Priority the ABL Agent under the Junior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority the relevant Additional ABL Agent (or the relevant Junior Priority CreditorAdditional ABL Secured Party) shall, without the need for any further consent of any other Junior Priority Additional ABL Secured Party and notwithstanding anything to the contrary in any other Junior Priority Additional ABL Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority the ABL Agent as security for the other Junior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority the ABL Agent in writing of the existence of such guarantee or Lien. . For the avoidance of doubt, this paragraph (diii) No Secured Party shall be deemed not apply to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in on any asset property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).

No New Liens. (a) Until the Discharge of Senior Priority ObligationsRevolving Credit Obligations Payment Date, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Junior Priority Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the Revolving Lender under the Senior Priority Revolving Credit Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the Revolving Lender under the Senior Priority Revolving Credit Documents, subject to the Lien Priority set forth herein, then such Junior Priority the Term Loan Administrative Agent (or the relevant Junior Priority CreditorTerm Loan Secured Party) shall, without the need for any further consent of any other Junior Priority Term Loan Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Term Loan Document be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Revolving Lender as security for the Senior Priority Revolving Credit Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent the Revolving Lender in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsTerm Loan Obligations Payment Date, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Revolving Credit Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Senior Priority Revolving Credit Obligation which assets are not also subject to the Lien of each other Senior Priority the Term Loan Administrative Agent under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Revolving Credit Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Senior Priority Revolving Credit Obligation which assets are not also subject to the Lien of each other Senior Priority the Term Loan Administrative Agent under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent the Revolving Lender (or the relevant Senior Priority Creditor) shallRevolving Credit Secured Party), without the need for any further consent of any other Senior Priority Revolving Credit Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, Revolving Credit Document be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority the Term Loan Administrative Agent as security for the other Senior Priority Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the Term Loan Administrative Agent in writing of the existence of such guarantee or Lien. (c) Until It is understood and agreed that if Vertex Refining NV consummates the Discharge Bango Acquisition (as defined as of Junior Priority the date hereof in the Existing Term Loan Agreement) in a manner that results in the release by the Term Loan Secured Parties of the guaranty by Vertex Refining NV of the First Lien Obligations and the release by the Term Loan Secured Parties of the Liens on assets of Vertex Refining NV securing the Term Loan Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for as required by the Existing Term Loan Agreement as in effect on the date hereof, then and on behalf in any such event, any guaranty by Vertex Refining NV of itself the Revolving Credit Obligations and any Junior Priority Creditors represented therebyLiens on property of Vertex Refining NV securing the Revolving Credit Obligations shall be released by the Revolving Credit Secured Parties, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Revolving Credit Secured Party shall knowingly acquire or hold (x) be permitted to accept from Vertex Refining NV any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all guaranty the other Junior Priority Obligations, or (y) any Lien on any assets of any Revolving Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any of Vertex Refining NV’s present or future assets of any to secure the Revolving Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or LienObligations. (d) No Secured Party shall be deemed to be in breach On or shortly after the date hereof, the Term Loan Administrative Agent will take an assignment of this Section 2.5 as a result the Omega/Bango Financing Documents, record an assignment of any mortgage(s) and/or deed(s) of trust included in same, will record an assignment of the UCC-1 financing statements filed to perfect the Liens securing the obligations of Omega Financing and Bango Financing to Vertex Refining NV and will take possession of any promissory notes and other Secured Party expressly decliningoriginal Omega/Bango Financing Documents. The Omega/Bango Financing Documents shall constitute Common Collateral, provided that the Revolving Lender will not be named as an assignee in such assignments and will not take separate assignments of such financing statements and/or mortgage(s) and/or deed(s) of trust except as provided in the immediately succeeding sentence. Without limitation of the obligations of the Term Loan Administrative Agent with respect thereto under Section 2.6(b), promptly following the Term Loan Obligations Payment Date (and so long as the Revolving Credit Obligations Payment Date has not occurred), the Term Loan Administrative Agent shall deliver to the Revolving Lender any original Omega/Bango Financing Documents in its possession and will assign to the Revolving Lender (without representation or warranty of any kind and wholly without recourse) such financing statements and mortgages. The Borrowers agree to the delivery by the Term Loan Administrative Agent to the Revolving Lender of such Omega/Bango Financing Documents and the assignment of the financing statements and mortgage(s) and deed(s) of trust to the Revolving Lender, in writing each case, as contemplated by this paragraph (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereofd), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) Until grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Discharge of Senior Priority First Lien Obligations, each Junior Priority Agent, for and on behalf of itself and the parties hereto agreeing that any Junior Priority Creditors represented thereby, hereby agrees that:such Lien shall be subject to Section 2.1 hereof; or (ib) no grant or permit any additional Liens on any asset or property to secure any First Lien Obligations (other than an Excluded Asset) unless it has granted or concurrently grants a Lien on such Junior Priority asset or property to secure the Second Lien Obligations. If the Second Lien Representative, the Second Lien Collateral Agent or any Second Lien Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation which assets Second Lien Obligations that are not also subject to the first-priority Liens securing all First Lien of each Senior Priority Agent Obligations under the Senior Priority First Lien Collateral Documents, subject to the such Second Lien Priority set forth herein; and (ii) if any such Junior Priority Representative, Second Lien Collateral Agent or Second Lien Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide notify the Designated First Lien Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a guarantee of Senior Priority Obligations or any similar Lien on any such assets of any Credit Party securing any Junior Priority Obligationor property to each First Lien Collateral Agent as security for the First Lien Obligations represented by it, which assets are not also subject to the such Second Lien of each Senior Priority Representative, Second Lien Collateral Agent under the Senior Priority Documents, subject to the and Second Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Parties shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each First Lien Representative, each First Lien Collateral Agent and the other Senior Priority Agent First Lien Secured Parties as security for the First Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Senior Priority Obligations (subject rights and remedies available to any First Lien Representative, any First Lien Collateral Agent and/or the First Lien Priority Secured Parties, the Second Lien Representative and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority ObligationsSecond Lien Collateral Agent, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and the Second Lien Secured Parties represented by it, agrees that any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf amounts received by or distributed to any of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire them pursuant to or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure reimbursement obligations in respect of letters of credit without granting a Lien thereon to secure any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold First Lien Obligations or continue to hold any other Second Lien in any asset of any Credit PartyObligations.

No New Liens. (a) Until 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, each Junior Priority Agent, for and on behalf (b) none of itself and the Grantors shall grant or permit any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee additional Liens in favor of the Senior Priority ObligationsSecured Parties under the Senior Collateral Documents on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or concurrently therewith grants, a junior-priority Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations subject to the terms of this Agreement, (yc) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each senior-priority Liens securing Senior Priority Agent Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Senior Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Collateral Agent as security for the Senior Obligations, shall assign such Lien to the Senior Collateral Agent as security for the Senior Obligations (but may retain a junior lien on such assets or property subject to the Lien Priority set forth herein; and terms hereof) and (ii) if any until such Junior Priority Secured Party shall nonetheless acquire assignment or hold any guarantee such grant of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any similar Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority DocumentsCollateral Agent, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Collateral Agent as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and (d) if any Senior Priority Creditors represented thereby, each Representative or any Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien created under the Senior Collateral Documents on any assets or property of any Credit Party Grantor securing any Senior Priority Obligation which assets Obligations that are not also subject to the Lien of each other Senior junior-priority Liens securing Second Priority Agent Debt Obligations under the Senior Second Priority Collateral Documents, such Senior Representative or Senior Secured Party (i) shall notify each Second Priority Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a junior-priority Lien on such assets or property to each Second Priority Representative as security for the Second Priority Debt Obligations, shall assign such Lien to each Second Priority Representative as security for the Second Priority Debt Obligations (but may retain a senior Lien on such assets or property subject to the Lien Priority set forth herein; and terms hereof) and (ii) if any until such Senior assignment or such grant of a junior-priority Lien to each Second Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Second Priority Agent Representative as security for the other Senior Second Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or LienDebt Obligations. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior First Priority ObligationsClaims has not occurred, each Junior Priority Agentnone of the Grantors shall, for and on behalf nor shall any Grantor permit any of itself and any Junior Priority Creditors represented therebyits Subsidiaries to, hereby agrees that: after the date of this Agreement (i) no such Junior grant or permit any additional Liens on any asset of a Grantor to secure any Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person Claim unless such Person also provides a guarantee of the Senior Priority Obligationsit has granted, or (y) any concurrently therewith grants, a Lien on such asset of such Grantor to secure the First Priority Claims or (ii) grant or permit any assets additional Liens on any asset of a Grantor to secure any Credit Party securing any Junior First Priority Obligation which assets are not also Claims unless, to the extent permitted by applicable law, it has granted, or within one Business Day thereafter grants, a Lien on such asset of a Grantor to secure the Second Priority Claims, with each such Lien to be subject to the Lien provisions of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lienthis Agreement. (b) Until To the Discharge extent that the provisions of Senior the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Priority ObligationsAgent or the other First Priority Secured Parties, except as may be separately otherwise agreed in writing by and between or among any applicable Senior the Second Priority Agents, in each caseAgent agrees, for itself and on behalf of itself and the other Second Priority Secured Parties, that any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior amounts received by or distributed to any Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee as a result of any Senior Priority Obligations by any Person unless such Person also provides a guarantee Lien granted in contravention of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also this Section 2.3 shall be subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or LienSection 4.2. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding Notwithstanding anything to the contrary contained in any other Junior this Agreement, (i) the Second Priority Document, be deemed Liens existing on the date of this Agreement on Collateral as to also hold and have held such guarantee or which there is no First Priority Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party required shall be deemed not to be in breach of violate this Section 2.5 2.3; (ii) deposit accounts, securities accounts, cash, cash equivalents and other investments may be pledged to secure reimbursement obligations in respect of Letters of Credit or Liquidity Letters of Credit (as defined in the Second Priority Credit Agreement) without granting a result Lien thereon to secure any Second Priority Claim or First Priority Claim, respectively; and (iii) deposit accounts, securities accounts, cash, cash equivalents and other investments may be pledged to secure reimbursement obligations in respect of any other Secured Party expressly declining, in writing (by virtue letters of credit issued under the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartyLloyds Facility.

No New Liens. (a) Until So long as the Discharge of Senior Priority ObligationsABL Obligations has not occurred, each Junior Priority Agentthe parties hereto agree that, for and on behalf of itself and after the date hereof, except as otherwise provided herein, if any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Loan/Notes Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Obligation which Term Loan/Notes Obligations that are not also subject to the Lien of the ABL Agent under the ABL Loan Documents (except for any assets that are expressly not required to be subject to a Lien of the ABL Agent under the ABL Loan Documents), such Grantor shall promptly give written notice thereof to the ABL Agent and shall xxxxx x Xxxx thereon to the ABL Agent in a manner and on terms reasonably satisfactory to the ABL Agent. (b) So long as the Discharge of Term Loan/Notes Obligations has not occurred, the parties hereto agree that, after the date hereof, except as otherwise provided herein, if any ABL Secured Party shall hold any Lien on any assets of any Grantor securing any ABL Obligations that are not also subject to the Lien of each Senior Priority applicable Term Loan/Notes Agent under the Senior Priority Documents, applicable Term Loan/Notes Documents (except for any assets that are expressly not required to be subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority such Term Loan/Notes Agent under the Senior Priority applicable Term Loan/Notes Documents), subject such Grantor shall promptly give written notice thereof to the Lien Priority set forth herein, then such Junior Priority applicable Term Loan/Notes Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority xxxxx x Xxxx thereon to such Term Loan/Notes Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for a manner and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority terms reasonably satisfactory to such Term Loan/Notes Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until To the Discharge extent that the provisions of Junior this Section 2.3 are not complied with for any reason, without limiting any other right or remedy available to any First Priority ObligationsAgent or any other applicable First Priority Secured Party, except as may be separately otherwise agreed in writing by and between or among any applicable Junior each Second Priority Agents, in each caseAgent agrees, for itself and on behalf of itself and the other Second Priority Secured Parties, that any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no amount received by or distributed to any such Junior Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee as a result of any Junior Priority Obligations by any Person unless such Person also provides a guarantee Lien granted in contravention of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also this Section shall be subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms Section 4 hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall Notwithstanding anything in this Agreement to the contrary, (i) cash and cash equivalents may be deemed pledged to be secure ABL Obligations consisting of reimbursement obligations in breach respect of this Letters of Credit (as such term is defined in the ABL Credit Agreement or any similar term under any Replacement ABL Credit Agreement) or otherwise as required by Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue 2.23 of the scope ABL Credit Agreement (or any similar provision in any Replacement ABL Credit Agreement) and (ii) cash and cash equivalents may be pledged to secure Term Loan/Notes Obligations consisting of reimbursement obligations in respect of Letters of Credit (as such term is defined in the Senior-Priority Non-ABL Loan Agreement or any similar term under any Additional Senior-Priority Document) or otherwise as required by Section 2.23 of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold Senior-Priority Non-ABL Loan Agreement (or continue to hold any Lien similar provision in any asset of any Credit PartyAdditional Senior-Priority Document).

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior First Priority ObligationsClaims has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the First Priority Claims or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any First Priority Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of a Grantor to secure the Second Priority Claims, with each Junior such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Priority AgentAgent or the other First Priority Secured Parties, the Second Priority Agent agrees, for itself and on behalf of itself and the other Second Priority Secured Parties, that any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior amounts received by or distributed to any Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee as a result of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets granted in contravention of any Credit Party securing any Junior Priority Obligation which assets are not also this Section 2.03 shall be subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or LienSection 4.02(a). (b) Until The parties hereto agree that, so long as the Discharge of Senior Second Priority ObligationsClaims has not occurred, except as may be separately none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, grant or permit any additional Liens on any asset to secure any Excess Claims other than Liens that would otherwise agreed in writing by and between constitute First Priority Liens but for the fact that such Liens secured Excess Claims. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or among any applicable Senior remedy available to the Second Priority Agents, in each case, for and on behalf of itself and any Senior Agent or the other Second Priority Creditors represented therebySecured Parties, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby Person that holds Excess Claims agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire that any amounts received by or hold (x) distributed to any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, pursuant to or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereofthis Section 2.03(b) shall be subject to Section 4.02(b), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority ABL Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing by and between the relevant Agents, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors the Secured Parties represented thereby, hereby agrees that:): (i) no such Junior Priority No First Lien Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority First Lien Term Loan Obligations by any Person unless such Person also provides a guarantee of the Senior Priority ABL Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority First Lien Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority First Lien Term Loan Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority First Lien Term Loan Obligations by any Person who does not also provide a guarantee of Senior Priority the ABL Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, First Lien Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority the First Lien Term Loan Agent (or the relevant Junior Priority CreditorFirst Lien Term Loan Secured Party) shall, without the need for any further consent of any other Junior Priority First Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other Junior Priority First Lien Term Loan Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents ABL Agent as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior the ABL Agent in writing of the existence of such guarantee or Lien. (ii) No Second Lien Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Second Lien Term Loan Obligations by any Person unless such Person also provides a guarantee of the ABL Obligations, or (y) any Lien on any assets of any Credit Party securing any Second Lien Term Loan Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Second Lien Term Loan Secured Party shall nonetheless acquire or hold any guarantee of Second Lien Term Loan Obligations by any Person who does not provide a guarantee of the ABL Obligations or any Lien on any assets of any Credit Party securing any Second Lien Term Loan Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Second Lien Term Loan Agent (or the relevant Second Lien Term Loan Secured Party) shall, without the need for any further consent of any other Second Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other Second Lien Term Loan Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such guarantee or Lien. (iii) No Additional Term Secured Party shall knowingly acquire or hold (x) any guarantee of Additional Term Obligations by any Person unless such Person also provides a guarantee of the ABL Obligations, or (y) any Lien on any assets of any Credit Party securing any Additional Term Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional Term Secured Party shall nonetheless acquire or hold any guarantee of Additional Term Obligations by any Person who does not provide a guarantee of the ABL Obligations or any Lien on any assets of any Credit Party securing any Additional Term Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Term Agent (or the relevant Additional Term Secured Party) shall, without the need for any further consent of any other Additional Term Secured Party and notwithstanding anything to the contrary in any other Additional Term Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority First Lien Term Loan Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority the relevant Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors Secured Parties represented thereby), hereby agrees that: (i) no such Senior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority ABL Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, First Lien Term Loan Obligations or (y) any Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority the First Lien Term Loan Agent under the Senior Priority First Lien Term Loan Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority ABL Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority ABL Obligations by any Person who does not also provide a guarantee of all other Senior Priority the First Lien Term Loan Obligations or any Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority the First Lien Term Loan Agent under the Senior Priority First Lien Term Loan Documents, subject to the Lien Priority set forth herein, then such Senior Priority the ABL Agent (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority ABL Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Document be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority the First Lien Term Loan Agent as security for the other Senior Priority First Lien Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the First Lien Term Loan Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Second Lien Term Loan Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority the relevant Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors Secured Parties represented thereby), hereby agrees that: (i) no such Junior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority ABL Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, Second Lien Term Loan Obligations or (y) any Lien on any assets of any Credit Party securing any Junior ABL Obligation which assets are not also subject to the Lien of the Second Lien Term Loan Agent under the Second Lien Term Loan Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall nonetheless acquire or hold any guarantee of ABL Obligations by any Person who does not provide a guarantee of the Second Lien Term Loan Obligations or (y) any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of the Second Lien Term Loan Agent under the Second Lien Term Loan Documents, subject to the Lien 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 and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such guarantee or Lien for the benefit of the Second Lien Term Loan Agent as security for the Second Lien Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Second Lien Term Loan Agent in writing of the existence of such guarantee or Lien. (d) Until the Discharge of Additional First Lien Term Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby), no ABL Secured Party shall knowingly acquire or hold any guarantee of ABL Obligations by any Person who does not provide a guarantee of the Additional First Lien Term Obligations or (y) any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each other Junior Priority Additional First Lien Term Agent under the Junior Priority Additional First Lien Term Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority ABL Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority ABL Obligations by any Person who does not also provide a guarantee of all other Junior Priority the Additional First Lien Term Obligations or any Lien on any assets of any Credit Party securing any Junior Priority ABL Obligation which assets are not also subject to the Lien of each other Junior Priority Additional First Lien Term Agent under the Junior Priority Additional First Lien Term Documents, subject to the Lien Priority set forth herein, then such Junior Priority the ABL Agent (or the relevant Junior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Junior Priority ABL Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, ABL Document be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Additional First Lien Term Agent as security for the other Junior Priority Additional First Lien Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Additional First Lien Term Agent in writing of the existence of such guarantee or Lien. (de) Until the Discharge of Additional Second Lien Term Obligations, the parties hereto agree that (except as may be separately otherwise agreed in writing by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby), no ABL Secured Party shall knowingly acquire or hold any guarantee of ABL Obligations by any Person who does not provide a guarantee of the Additional Second Lien Term Obligations or (y) any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Additional Second Lien Term Agent under the Additional Second Lien Term Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall nonetheless acquire or hold any guarantee of ABL Obligations by any Person who does not provide a guarantee of the Additional Second Lien Term Obligations or any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Additional Second Lien Term Agent under the Additional Second Lien Term Documents, subject to the Lien 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 and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such guarantee or Lien for the benefit of each Additional Second Lien Term Agent as security for the Additional Second Lien Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Additional Second Lien Term Agent in writing of the existence of such guarantee or Lien. (f) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof)writing, to acquire, hold hold, accept or continue to hold any Lien in any asset of any Credit Party, or any guarantee from any Person.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (ia) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee 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 Priority Obligations, or (y2) 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 Credit Party Grantor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject 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 Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Designated Senior Representative as security for all Senior Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any until such assignment or such grant of a similar Lien to each Senior Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent 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 Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against SSCC or any other Grantor, SSCC and the Discharge other parties hereto agree that none of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself SSCC and any Junior Priority Creditors represented therebyother Grantor shall grant, hereby agrees that: (i) and no such Junior Priority Secured Party shall knowingly acquire accept, any additional Lien on any asset of SSCC or such other Grantor to secure any Obligation unless SSCC or such other Grantor has granted or concurrently grants a Lien on such asset to secure the other outstanding Obligations (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such additional Liens constitute ABL Collateral or Non-ABL Collateral); provided that, with respect to any Lien granted under a Term Loan Credit Mortgage or a Permitted Notes Mortgage with respect to any real property located in the State of New York, such Lien may be granted without a prior or concurrent grant of a Lien thereon to secure the Revolving Credit Obligations so long as, prior to the grant of such Lien under such Term Loan Credit Mortgage or Permitted Notes Mortgage, SSCC or the applicable Grantor shall have given notice thereof to the Revolving Credit Agent and the Revolving Credit Agent shall have notified SSCC that, pursuant to its authority under the Revolving Credit Agreement, the Revolving Credit Agent shall forego such grant of a Lien to secure the Revolving Credit Obligations; provided further that, with respect to any Lien granted under a Term Loan Collateral Document or a Revolving Credit Collateral Document with respect to any Rule 3-16 Collateral, such Lien may be granted without a prior or concurrent grant of a Lien thereon to secure the Permitted Notes Obligations so long as, prior to the grant of such Lien under such Term Loan Credit Collateral Document or Revolving Credit Collateral Document, SSCC or the applicable Grantor shall have given notice thereof to the Permitted Notes Agent and the Permitted Notes Agent shall have notified SSCC that, pursuant to its authority under the Permitted Notes Documents, the Permitted Notes Agent shall forego such grant of a Lien to secure the Permitted Notes Obligations. If a Junior Agent or a Junior Secured Party shall (nonetheless and in breach hereof) hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Obligation which assets Obligations that are not also subject to a Lien in respect of the Lien of each Senior Priority Agent Prior Obligations under the Senior Priority Documents, subject to Prior Credit Documents and if the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee Discharge of Junior Priority Prior Obligations by any Person who does has not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth hereinoccurred, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party party and notwithstanding anything to the contrary in any other Junior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Prior Agents as a security for the Senior Priority Prior Obligations (subject to the Lien Priority lien priority and the other terms hereof) and shall promptly following knowledge thereof notify each Senior Priority Agent the Prior Agents in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except Lien and in any event take such actions as may be separately otherwise agreed in writing reasonably requested by and between any Prior Agent to assign or among any release such Liens to such Prior Agent (and/or its designee) as security for the applicable Senior Priority AgentsPrior Obligations; provided that if the instructions of the Prior Agents conflict, in each case, for and on behalf the request of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Controlling Agent shall control. If a Prior Agent or a Prior Secured Party shall knowingly acquire or (nonetheless and in breach hereof) hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Senior Priority Obligation which assets Prior Obligations that are not also subject to a Lien in respect of the Lien of each other Senior Priority Agent Junior Obligations under the Senior Priority Documents, subject to Junior Credit Documents and if the Lien Priority set forth herein; and (ii) if any Discharge of such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Junior Obligations by any Person who does has not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth hereinoccurred, then such Senior Priority Prior Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party party and notwithstanding anything to the contrary in any other Senior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent the Junior Agents as a security for the other Senior Priority Junior Obligations (subject to the Lien Priority lien priority and the other terms hereof) and shall promptly following knowledge thereof notify each Senior Priority Agent the Junior Agents in writing of the existence of such guarantee Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Prior Agent or Lien. (c) Until the Discharge of any Prior Secured Parties, each Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseAgent, for itself and on behalf of itself and its Related Secured Parties, agrees that any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf amounts received by or distributed to any of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire them pursuant to or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of Liens granted in contravention of this Section shall be subject to Section 4.02. In furtherance of the foregoing, and without limiting Section 8.10, each Grantor agrees, upon request by the Agent with respect to Obligations of any Class, to identify the Collateral of any other Secured Party expressly decliningClass that could reasonably constitute Common Collateral and the Grantors with respect thereto. For the avoidance of doubt and subject to Section 5.09, in writing the event letters of credit or bankers’ acceptances are cash collateralized in connection with the Discharge of Obligations of a Class pursuant to clause (by virtue d) of the scope definition of Discharge, such cash collateral shall no longer be required to secure the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset Obligations of any Credit Partyother Class.

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Obligation unless it has granted, or concurrently therewith grants, or permits the grant of, as applicable, a Lien on such Junior asset or property of such Grantor to secure the Senior Priority Obligations; and (ii) if any Second Priority Representative or any Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject to the Lien such Second Priority set forth herein; and (ii) if any such Junior Representative or Second Priority Secured Party (A) shall nonetheless acquire 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 hold any guarantee of Junior property to each Senior Priority Obligations by any Person who does not also provide a guarantee of 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 or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (B) 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 (subject Obligations; provided that, for the avoidance of doubt, without limiting any rights or remedies available to any Second Priority Representative and/or the Lien other Second Priority and other terms hereof) and shall promptly notify Secured Parties, each Senior Priority Agent Representative, on behalf of itself and each Senior Priority Secured Party under its Senior Priority Debt Facility, agrees that any amounts received by or distributed to any of them in writing connection with the sale or other disposition of, or collection on, such assets or property as a result of the existence of such guarantee or LienLiens granted pursuant to this Section 2.04(a)(ii)(B) shall be subject to Section 4.02. (b) Until The Grantors agree that, so long as the Discharge of Second Priority Obligations has not occurred, other than cash collateral for letters of credit granted to secure the Senior Priority ObligationsObligations in accordance with the terms of any First Lien Credit Agreement Loan Documents, except as may be separately otherwise agreed in writing by and between (i) none of the Grantors shall grant or among permit any applicable Senior Priority Agents, in each case, for and additional Liens on behalf any asset or property of itself and any Grantor to secure any Senior Priority Creditors represented therebyObligation unless it has granted, each or concurrently therewith grants, or permits the grant of, as applicable, a Lien on such asset or property of such Grantor to secure the Second Priority Obligations; and (ii) if any Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Representative or any Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Senior Priority Obligation which assets Obligations that are not also subject to the Lien of each other second-priority Liens securing all Second Priority Obligations under the Second Priority Collateral Documents, such Senior Priority Agent under Representative or Senior Priority Secured Party (A) shall notify the Designated Second Priority Representative promptly upon becoming aware thereof and, such Grantor shall promptly grant a similar Lien on such assets or property to each Second Priority Representative as security for the Second Priority Obligations and (B) until such assignment or such grant of a similar Lien to each Second Priority Representative, the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any Representative or such other Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Second Priority Representative and the other Senior Second Priority Agent Secured Parties as security for the Second Priority Obligations; provided that, for the avoidance of doubt, without limiting any rights or remedies available to any Senior Priority Representative and/or the other Senior Priority Obligations (subject to the Lien Secured Parties, each Second Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority ObligationsRepresentative, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire under its Second Priority Debt Facility, agrees that any amounts received by or hold (x) distributed to any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all them in connection with the sale or other Junior Priority Obligationsdisposition of, or (y) any Lien on any collection on, such assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 property as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), Liens granted pursuant to acquire, hold or continue this Section 2.04(b)(ii)(B) shall be subject to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant 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, each Junior ; and (b) if any Second Priority Agent, for and on behalf of itself and Representative or any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject to the Lien such Second Priority set forth herein; and (ii) if any such Junior Representative or Second Priority Secured Party (i) shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also provide grant a guarantee of Senior Priority Obligations or any similar Lien on any such assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject or property to the Lien of each Senior Priority Agent under Representative as security for the Senior Priority DocumentsObligations, subject shall assign such Lien to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need Designated Senior Representative as security for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien all Senior Obligations for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior Lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify (ii) until such assignment or such grant of a similar Lien to each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsRepresentative, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Priority Representative and the other Senior Priority Agent 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 Obligations (subject to the Lien Secured Party, each Second Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and the other Second Priority Secured Parties for which it has been named the Representative, that any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior amounts received by or distributed to any Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until 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, each Junior 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 AgentDebt Obligations (it being understood, for the avoidance of doubt, that this clause (b) shall not apply to Senior Canadian Collateral); and on behalf of itself and (c) if any Junior Second Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Representative or any Second Priority Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien to the 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 Lien Priority set forth herein; and terms hereof) and (ii) if any until such Junior Priority Secured Party shall nonetheless acquire assignment or hold any guarantee such grant of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any similar Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority DocumentsRepresentative, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Representative and the other Senior Secured Parties as security for the Senior Priority Obligations (subject 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 Lien Senior Representative and/or the Senior Secured Parties, the Second Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsRepresentative, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and Second Priority Debt Parties, agrees that any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf amounts received by or distributed to any of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire them pursuant to or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of this Section 2.04 shall be treated in the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien same manner as set forth in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until 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, each Junior ; and (b) if any Second Priority Agent, for and on behalf of itself and Representative or any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject to the Lien such Second Priority set forth herein; and (ii) if any such Junior Representative or Second Priority Secured Party (i) shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a guarantee of Senior Priority Obligations or any similar Lien on any such assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject or property to the Lien of each Senior Priority Agent under Representative as security for the Senior Priority DocumentsObligations, subject shall assign such Lien to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need Designated Senior Representative as security for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien all Senior Obligations for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior Lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify (ii) until such assignment or such grant of a similar Lien to each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsRepresentative, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Priority Representative and the other Senior Priority Agent 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 Obligations (subject to the Lien Secured Party, each Second Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and the other Second Priority Secured Parties, that any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior amounts received by or distributed to any Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until 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 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, each Junior ; and (b) (1) if any Second Priority Agent, for and on behalf of itself and Representative or any Junior Second Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Debt Party shall knowingly acquire hold or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) otherwise be granted any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets 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 (A) 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 (B) 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 Priority Agent under Representative and the other Senior Secured Parties as security for the Senior Priority Documents, subject to the Lien Priority set forth herein; and Obligations or (ii2) if any such Junior Priority Senior Representative or any Senior Secured Party shall nonetheless acquire hold or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or otherwise be granted any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation, which assets Senior Obligations that are not also subject to the Lien of each Senior second-priority Liens securing all Second Priority Agent Debt Obligations under the Senior Second Priority Collateral Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (Senior Representative or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Senior Secured Party and notwithstanding anything 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 contrary in any other Junior Second Priority DocumentDebt Obligations, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Second Priority Representative and the other Senior Second Second Priority Agent Debt Parties as security for the other Senior Second Priority Debt Obligations (subject to the Lien Priority and same priority as the other terms hereof) and shall promptly notify each Senior Priority Agent in writing Liens of the existence Second Priority Debt Parties are so subordinated to the Liens of such guarantee 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 Lien. (c) Until the Discharge of Junior remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.04 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, none of the Grantors shall (a) 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 (b) grant or permit any additional 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 (c) 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, each Junior such Second Priority Agent, for and on behalf of itself and any Junior Representative or Second Priority Creditors represented thereby, hereby agrees that: Debt Party (i) no shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Junior 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 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 Second Priority Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Second Priority Debt Obligation which assets are not also subject to the first priority Lien of each the Senior Priority Agent Secured Parties under the Senior Priority Debt Documents, subject then, without limiting any other rights and remedies available to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (Representative or the relevant Junior other Senior Secured Parties, the Second Priority Creditor) shallRepresentative, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Second Priority Creditors represented therebyDebt Parties, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire that any amounts received by or hold (x) distributed to any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), Liens so granted shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until 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, each Junior ; and (b) if any Second Priority Agent, for and on behalf of itself and Representative or any Junior Second Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Debt Obligations under the Senior Priority 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 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 Lien Priority set forth herein; and terms hereof), (ii) if any until such Junior Priority Secured Party shall nonetheless acquire assignment or hold any guarantee such grant of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any similar Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority DocumentsRepresentative, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent Secured Parties as security for the other Senior Debt Obligations and (iii) agrees that any amounts received or distributed to such Second Priority Obligations (subject Representative or such Second Priority Debt Party, as the case may be, pursuant to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of this Agreement shall be subject to Section 4.02. In furtherance of the scope 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 grant Liens created or evidenced thereunder, the identity of Liens, including exceptions thereto, exclusions therefrom, the secured parties that are parties thereto or secured thereby and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Partyother matters contemplated by this Agreement.

No New Liens. The parties hereto agree that, (a) Until so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Non-Senior Priority AgentObligation unless (to the extent not prohibited and possible under applicable law) it has granted, for and or concurrently therewith grants, a Lien on behalf such asset or property of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of Grantor to secure the Senior Priority Obligations (other than the TLB Proceeds Loan Obligations in the case of any Grantor other than the Swiss Borrower), (b) so long as the Discharge of Second Priority Debt Obligations has not occurred, none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Senior Subordinated Priority Debt Obligation unless (to the extent not prohibited and possible under applicable law) it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations, or (yc) so long as the Discharge of Senior Priority Obligations has not occurred, if any Non-Senior Priority Party shall hold any Lien on any assets or property of any Credit Party Grantor securing any Junior Non-Senior Priority Obligation which assets Obligations that are not also subject to the Lien of each Liens securing all Senior Priority Agent Obligations (other than the TLB Proceeds Loan Obligations in the case of any Grantor other than the Swiss Borrower) under the Senior Priority Collateral Documents, such Non-Senior Priority 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 (other than the TLB Proceeds Loan Obligations in the case of any Grantor other than the Swiss Borrower), shall (to the extent not prohibited and possible under applicable law) assign such Lien to the Designated Senior Priority Representative as security for all Senior Priority Obligations (other than the TLB Proceeds Loan Obligations in the case of any Grantor other than the Swiss Borrower) for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the Lien Priority set forth herein; and terms hereof) and (ii) if any until such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee assignment of Junior Priority Obligations by any Person who does not also provide a guarantee of such Lien to the Designated Senior Priority Obligations Representative or any such grant of a similar Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority DocumentsRepresentative, subject shall (to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditorextent not prohibited and possible under applicable law) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the each Senior Priority Agents Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations (subject to other than the Lien Priority and TLB Proceeds Loan Obligations in the case of any Grantor other terms hereofthan the Swiss Borrower ) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (bd) Until so long as (x) the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by Obligations has occurred and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) the Discharge of Second Priority Debt Obligations has not occurred, if any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party shall hold any Lien on any assets or property of any Credit Party Grantor securing any Senior Subordinated Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each other Senior Liens securing all Second Priority Agent Debt Obligations under the Senior Second Priority Collateral Documents, such Senior Subordinated Priority Representative or Senior Subordinated Priority Party (i) 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 (to the extent not prohibited and possible under applicable law) assign such Lien to the Designated Second Priority Representative as security for all Second Priority Debt Obligations for the benefit of the Second Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the Lien Priority set forth herein; and terms hereof) and (ii) if any until such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee assignment of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any such Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Designated Second Priority Representative or such grant of a similar Lien of to each other Senior Second Priority Agent under the Senior Priority DocumentsRepresentative, subject shall (to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditorextent not prohibited and possible under applicable law) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Second Priority Representative and the other Senior Second Priority Agent Secured Parties as security for the Second Priority Debt Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other Senior right or remedy available to any Non-Subordinated Priority Obligations Party, (subject to the Lien Priority and other terms hereofx) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior the other Senior Priority Creditors represented therebySecured Parties that it represents, (y) each Junior Second Priority AgentRepresentative agrees, for itself and on behalf of the other Second Priority Secured Parties that it represents and (z) each Senior Subordinated Priority Representative agrees, for itself and on behalf of the Junior other Senior Subordinated Priority Creditors represented therebyParties that it represents, hereby agrees that: (i) no such Junior that any amounts received by or distributed to any Senior Priority Secured Party, any Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Senior Subordinated Priority Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.05 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each the parties hereto agree that no Cash Flow Secured Party or Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Cash Flow Obligation or Junior Obligation, respectively, which assets are not also subject to the Lien of the ABL Agent under the ABL Documents. If any Cash Flow Secured Party or any Junior Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Cash Flow Obligation or any Junior Obligation, respectively, which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, then the Cash Flow Agent (or the relevant Cash Flow Secured Party) or such Junior Agent (or the relevant Junior Secured Party) shall, without the need for any further consent of any other Cash Flow Secured Party or any other Junior Secured Party, as applicable, any Cash Flow Borrower or any Junior Borrower, as applicable, or any Cash Flow Guarantor or any Junior Guarantor, as applicable, and notwithstanding anything to the contrary in any other Cash Flow Document or any other Junior Debt Document, as applicable, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. (b) Until the date upon which the Discharge of Cash Flow Obligations shall have occurred, the parties hereto agree that no ABL Secured Party or Junior Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation or Junior Obligation, respectively, which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents. If any ABL Secured Party or any Junior Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation or any Junior Obligation, respectively, which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, then the ABL Agent (or the relevant ABL Secured Party) or such Junior Agent (or the relevant Junior Secured Party) shall, without the need for any further consent of any other ABL Secured Party or any other Junior Secured Party, as applicable, any ABL Borrower or any Junior Borrower, as applicable, or any ABL Guarantor or any Junior Guarantor, as applicable, and notwithstanding anything to the contrary in any other ABL Document or any other Junior Debt Document, as applicable, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Cash Flow Agent as security for the Cash Flow Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Cash Flow Agent in writing of the existence of such Lien. (c) Until the date upon which the Discharge of Junior Obligations of any other Junior Secured Party shall have occurred, the parties hereto agree that no Junior Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing such other Junior Secured Party’s Junior Obligations which assets are not also subject to the Lien of each other Junior Agent under the applicable Junior Debt Documents (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby). If any Junior Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any other Junior Obligation which assets are not also subject to the Lien of each Senior Priority Junior Agent under the Senior Priority Documentsapplicable Junior Debt Documents (except as may be separately otherwise agreed in writing by, subject to and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth hereinParties represented thereby), then such Junior Priority Agent (or the relevant Junior Priority CreditorSecured Party) shall, without the need for any further consent of any other Junior Priority Secured Party Party, any Junior Borrower or any Junior Guarantor, and notwithstanding anything to the contrary in any other Junior Priority Debt Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents each Junior Agent as security for the Senior Priority applicable Junior Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority applicable Junior Agent in writing of the existence of such guarantee or Lien. (bd) Until the date upon which the Discharge of Senior Priority ObligationsObligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) parties hereto agree that no such Senior Priority Junior Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the applicable Senior Priority Debt Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Junior Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Junior Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the applicable Senior Priority Debt Documents, subject to the Lien Priority set forth herein, then such Senior Priority Junior Agent (or the relevant Senior Priority CreditorJunior Secured Party) shall, without the need for any further consent of any other Senior Priority Junior Secured Party Party, any Junior Borrower or any Junior Guarantor, and notwithstanding anything to the contrary in any other Senior Priority Junior Debt Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of each other Senior Priority Agent as security for the other applicable Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each applicable Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing Lien and take any action reasonably requested by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no a Senior Agent to ensure that such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides Senior Agent holds a guarantee of all the other Junior Priority Obligations, or (y) any senior Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or LienAssets. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent(a) none of the Grantors shall, for and or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on behalf any asset or property of itself and any Grantor to secure any Junior Priority Creditors represented therebyDebt Obligation unless it has granted, hereby agrees that: (i) no or substantially concurrently therewith grants, a Lien on such Junior Priority Secured Party shall knowingly acquire asset or hold (x) any guarantee property of Junior Priority Obligations by any Person unless such Person also provides a guarantee of Grantor to secure the Senior Priority Obligations, or (y2) 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 Junior Representative or any Junior Debt Party shall hold any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation which assets Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject such Junior Representative or 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 Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Designated Senior Representative as security for all Senior Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any until such assignment or such grant of a similar Lien to each Senior Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent 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 Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify Secured Party, each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority ObligationsDebt Parties, that any amounts received by or (y) any Lien on any assets of any Credit Party securing distributed to any Junior Priority Obligation which assets are not also subject Debt Party pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until Subject to Article 6, until the Discharge of Senior Priority ABL Obligations, each Junior and for so long as the Term Obligations are secured by any ABL Priority AgentCollateral, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) the parties hereto agree that no such Junior Priority Secured Loan Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) grant any Lien on any assets of any Credit Loan Party securing any Junior Priority Term Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, Term Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to then the Lien Priority set forth herein, then such Junior Priority applicable Term Agent (or the relevant Junior Priority CreditorTerm Secured Party) shall, without the need for any further consent of any other Junior Priority Term Secured Party or any Term Loan Party and notwithstanding anything to the contrary in any other Junior Priority Term Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents ABL Agent as security for the Senior ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. (b) Subject to Article 6, until the Discharge of Term Obligations, and for so long as the ABL Obligations are secured by any Term Priority Collateral, the parties hereto agree that no Loan Party shall grant any Lien on any of its assets securing any ABL Obligation which assets are not also subject to the Lien of each Term Agent under the applicable Term Documents; provided, that, the foregoing shall not apply to any Non-US Loan Parties and no corresponding Liens, if any, on such assets or properties granted to secure the ABL Obligations will be required to be provided to secure the Term Obligations. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any such Loan Party securing any ABL Obligation which assets are not also subject to the Lien of each Term Agent under the applicable Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party or any ABL Loan Party and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of each Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Term Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and Each Term Agent on behalf of itself the Term Secured Parties acknowledges and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for agrees that ABL Agent and ABL Secured Parties may obtain Liens on behalf certain of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation Non-US Loan Parties (including Equity Interests owned by such Non-US Loan Parties) which assets are do not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need constitute Collateral for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach purposes of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartyAgreement.

No New Liens. (a) Until Limitation on other Collateral for First Lien Claimholders. the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and First Lien Administrative Agent agrees that neither the First Lien Administrative Agent nor any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party First Lien Claimholder shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Obligation First Lien Obligations which assets are not also subject to the Lien of each Senior Priority the Second Lien Administrative Agent under the Senior Priority Second Lien Collateral Documents, subject provided, however, notwithstanding the above, that the refusal of the Second Lien Administrative Agent or the Second Lien Claimholders to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien Priority set forth herein; and on such assets by the First Lien Administrative Agent or the First Lien Claimholders. If the First Lien Administrative Agent or any First Lien Claimholder shall (iinonetheless and in breach hereof) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party Grantor or any of their respective Subsidiaries securing any Junior Priority Obligation, First Lien Obligations which assets are not also subject to the Lien of each Senior Priority the Second Lien Administrative Agent under the Senior Priority Second Lien Collateral Documents, subject to then the First Lien Priority set forth herein, then such Junior Priority Administrative Agent (or the relevant Junior Priority Creditor) First Lien Claimholder), shall, without the need for any further consent of any other Junior Priority Secured Party Person and notwithstanding anything to the contrary in any other Junior Priority Document, First Lien Document (x) hold and be deemed to also hold and have held such guarantee or Lien and security interest for the benefit of the Senior Priority Agents Second Lien Administrative Agent as security for the Senior Priority Obligations Second Lien Obligations, or (subject to the Lien Priority and other terms hereofy) and shall promptly notify each Senior Priority Agent in writing of the existence of release such guarantee or Lien. (b) Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of Senior Priority ObligationsFirst Lien Obligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby Second Lien Administrative Agent agrees that: (i) no such Senior Priority Secured Party , after the date hereof, neither the Second Lien Administrative Agent nor any Second Lien Claimholder shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Company, any Guarantor or any of their respective Subsidiaries securing any Senior Priority Obligation Second Lien Obligations which assets are not also subject to the Lien of each other Senior Priority the First Lien Administrative Agent under the Senior Priority First Lien Collateral Documents, subject to . If the Second Lien Priority set forth herein; and Administrative Agent or any Second Lien Claimholder shall (iinonetheless and in breach hereof) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party Grantor or any of their respective Subsidiaries securing any Senior Priority Obligation Second Lien Obligations which assets are not also subject to the Lien of each other Senior Priority the First Lien Administrative Agent under the Senior Priority First Lien Collateral Documents, subject to then the Second Lien Priority set forth herein, then such Senior Priority Administrative Agent (or the relevant Senior Priority Creditor) Second Lien Claimholder), shall, without the need for any further consent of any other Senior Priority Secured Party Person and notwithstanding anything to the contrary in any other Senior Priority Document, Second Lien Document (x) hold and be deemed to also hold and have held such guarantee or Lien and security interest for the benefit of each other Senior Priority the First Lien Administrative Agent as security for the other Senior Priority Obligations (subject to the First Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any release such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until 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 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, each Junior ; and (b) (1) if any Second Priority Agent, for and on behalf of itself and Representative or any Junior Second Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Debt Party shall knowingly acquire hold or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) otherwise be granted any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets 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 (A) 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 (B) 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 Priority Agent under Representative and the other Senior Secured Parties as security for the Senior Priority Documents, subject to the Lien Priority set forth herein; and Obligations or (ii2) if any such Junior Priority Senior Representative or any Senior Secured Party shall nonetheless acquire hold or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or otherwise be granted any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation, which assets Senior Obligations that are not also subject to the Lien of each Senior second-priority Liens securing all Second Priority Agent Debt Obligations under the Senior Second Priority Collateral Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (Senior Representative or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Senior Secured Party and notwithstanding anything 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 contrary in any other Junior Second Priority DocumentDebt Obligations, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Second Priority Representative and the other Senior Priority Agent Second Lien Credit Agreement Secured Parties as security for the other Senior Second Priority Debt Obligations (subject to the Lien Priority and same priority as the other terms hereof) and shall promptly notify each Senior Priority Agent in writing Liens of the existence Second Lien Credit Agreement Secured Parties are so subordinated to the Liens of such guarantee 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 Lien. (c) Until the Discharge of Junior remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.04 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsABL Debt Payment Date, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party the Term Note Purchaser shall knowingly not acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Obligation Term Debt which assets are not also subject to the Lien of each Senior Priority the Agent under the Senior Priority ABL Loan Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Debt Secured Party shall nonetheless control for the purposes of perfection, acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party Grantor securing any Junior Priority Obligation, Term Debt which assets are not also subject to the Lien of each Senior Priority the Agent under the Senior Priority ABL Loan Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent the Term Note Purchaser (or the relevant Junior Priority CreditorTerm Debt Secured Party) shall, without the need for any further consent of any other Junior Priority Term Debt Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Term Debt Document be deemed to also control or hold such Lien on such Collateral as gratuitous bailee and have held such guarantee or Lien as a non-fiduciary representative for perfection for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) ABL Lenders and shall endeavor to notify the Agent promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsTerm Debt Payment Date, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party ABL Lender shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Senior Priority Obligation ABL Debt which assets are not also subject to the Lien of each other Senior Priority Agent the Term Note Purchaser under the Senior Priority Term Debt Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Secured Party ABL Lender shall nonetheless control for the purposes of perfection, acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Grantor Party securing any Senior Priority Obligation ABL Debt which assets are not also subject to the Lien of each other Senior Priority Agent the Term Note Purchaser under the Senior Priority Term Debt Documents, subject to the Lien Priority set forth herein, then such Senior Priority the Agent (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority Secured Party ABL Lender and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Loan Document be deemed to also control or hold such Lien on such Collateral as gratuitous bailee and have held such guarantee or Lien as a non-fiduciary representative for perfection for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) Term Note Purchaser and shall endeavor to notify the Term Note Purchaser promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until The rights and obligations of the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by parties under subsections (b) and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (ic) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets above are not also subject to the Lien provisions of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or LienSection 2.7(b). (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsObligations shall have occurred, each Junior Priority Agentwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, for the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on behalf of itself and any asset or property to secure any Junior Priority Creditors represented thereby, hereby agrees that: (i) no Obligation unless a Lien on such Junior Priority Secured Party shall knowingly acquire asset or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person property also provides a guarantee of secures the Senior Priority Obligations, . If the Junior Priority Collateral Agent or (y) any Junior Priority Claimholder shall hold any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation which assets Obligations that are not also subject to the Lien of each senior-priority Liens securing Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee Collateral Agent if a responsible officer of the Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations Collateral Agent has actual knowledge thereof or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of Claimholder (i) shall notify each Senior Priority Collateral Agent under promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need Collateral Agents as security for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Senior Priority Collateral Agents as security for the Senior Priority Obligations (but shall retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each (ii) until such assignment or such grant of a similar Lien to the Senior Priority Agent in writing Collateral Agents, shall be deemed to hold and have held such Lien for the benefit of the existence Senior 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 such guarantee its gross negligence or Lienwilful misconduct. (b) Until To the Discharge extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Junior Priority Obligation and a corresponding Lien is not granted to secure any of the Senior Priority Obligations, except as may be separately otherwise agreed in writing by without limiting any other rights and between or among any applicable Senior remedies available hereunder, the Junior Priority AgentsCollateral Agent, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby Claimholders agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire that any amounts received by or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, distributed to it pursuant to or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.3 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.2.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the First Priority Representative, the Second Priority Representative and the US Loan Parties agree that (a) Until unless otherwise agreed, in writing, by the Discharge of Senior First Priority ObligationsRepresentative, each Junior there shall be no Lien (except First Priority AgentPermitted Liens or “Permitted Liens” as defined under the Second Priority Agreement), for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured US Loan Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) create any Lien on any assets of any Credit US Loan Party securing any Junior Second Priority Obligations if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any US Loan Party securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of each Senior the First Priority Agent Representative under the Senior First Priority Documents, subject to then the Lien Second Priority set forth herein; and (ii) if any such Junior Representative, upon demand by the First Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority ObligationRepresentative, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, will without the need for any further consent of any other Junior Second Priority Secured Party and Party, notwithstanding anything to the contrary in any other Junior Second Priority Document, be deemed Document assign such Lien to also hold and have held such guarantee or Lien for the benefit of the Senior First Priority Agents Representative as security for the Senior First Priority Obligations (in which case the Second Priority Representative may retain a junior lien on such assets subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent ). Except as provided in writing of Section 2.5, the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) US Loan Parties agree that no such Senior Priority Secured US Loan Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) create any Lien on any assets of any Credit US Loan Party securing any Senior First Priority Obligation which Obligations (other than Liens on certain assets that may exclusively secure Cash Management Obligations and/or Swap Obligations) if these same assets are not also subject to to, and do not become subject to, a Lien securing the Second Priority Obligations; provided, that a breach by any US Loan Party of this sentence shall not affect the validity or enforceability of such Lien or the priority of each other Senior Priority Agent under the Senior Priority Documents, subject to the such Lien Priority as set forth herein; and (ii) if . To the extent that the foregoing provisions are not complied with for any such Senior reason, without limiting any other rights and remedies available to the First Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Parties, the Second Priority Obligations by any Person who does not also provide a guarantee of all Representative and the other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Second Priority Secured Party and notwithstanding anything Parties agree that any amounts received by or distributed to the contrary in any other Senior Priority Document, be deemed of them pursuant to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.4 shall nevertheless be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. So long as the First Lien Senior Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) Until there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any First Lien Junior Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Discharge of First Lien Senior Priority Obligations, each Junior Priority Agent, for Obligations and on behalf of itself and (b) if any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such First Lien Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any First Lien Junior Priority Obligation which assets are not also subject to the a First Lien of each Senior Priority Agent under Lien, then the First Lien Junior Priority Representative, upon demand by the First Lien Senior Priority DocumentsRepresentative, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, will without the need for any further consent of any other First Lien Junior Priority Secured Party and Party, notwithstanding anything to the contrary in any other First Lien Junior Priority Document, be deemed Document either (i) release such Lien or (ii) assign it to also hold and have held such guarantee or the First Lien for the benefit of the Senior Priority Agents Representative as security for the First Lien Senior Priority Obligations (in which case the First Lien Junior Priority Representative may retain a junior lien on such assets subject to the Lien Priority and other terms hereof) ). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and shall promptly notify each Senior Priority Agent in writing of remedies available to the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such First Lien Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Parties, the First Lien Junior Priority Obligations by any Person unless such Person also provides a guarantee of all Representative and the other Senior Priority Obligations, or (y) any First Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire Parties agree that any amounts received by or hold (x) distributed to any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.4 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. (a) Until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) the parties hereto agree that no such Junior Priority Term Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Term Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Collateral Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Collateral Agent or Other Applicable Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, Term Obligation which assets are not also subject to the Lien of each Senior Priority the ABL Collateral Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority Term Collateral Agent (or the relevant Junior Priority Creditorsuch Other Applicable Term Secured Party) shall, without the need for any further consent of any other Junior Priority Term Secured Party Party, any Term Borrower or any Term Guarantor, and notwithstanding anything to the contrary in any other Junior Priority Term Document, any Secured Swap Agreement or any Banking Services Agreement, be deemed to also hold and have held such guarantee or Lien as bailee for the benefit of the Senior Priority Agents ABL Collateral Agent as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the ABL Collateral Agent in writing of the existence of such guarantee or Lien. (b) Until the date upon which the Discharge of Senior Priority ObligationsTerm Obligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) parties hereto agree that no such Senior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien Liens of each other Senior Priority Agent the Term Collateral Agents under the Senior Priority Term Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority ABL Obligation which assets are not also subject to the a Lien of each other Senior Priority Term Collateral Agent under the Senior Priority DocumentsTerm Documents relating to the Applicable Term Obligations, subject to the Lien Priority set forth herein, then such Senior Priority the ABL Collateral Agent (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority ABL Secured Party Party, the ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other Senior Priority ABL Document, be deemed to also hold and have held such guarantee or Lien as bailee for the benefit of each other Senior Priority such Term Collateral Agent as security for the other Senior Priority Applicable Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority such Term Collateral Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that (aa)(i) Until there shall be no Lien, and no Grantor shall have any right to create any Lien, on any assets of any Grantor securing any Second Priority Obligation if those same assets are not subject to, and do not become subject to, a Lien securing the Discharge First Priority Obligations and (ii) there shall be no Lien, and no Grantor shall have any right to create any Lien, on any assets of Senior any Grantor securing any First Priority Obligation if those same assets are not subject to, and do not become subject to, a Lien securing the Second Priority Obligations; provided that the foregoing shall not prohibit any Secured Party under any series of First Priority Obligations or Second Priority Obligations from being secured by Equity Interests that do not secure any other series of First Priority Obligations or Second Priority Obligations, each Junior Priority Agentas applicable, for due solely to the Rule 3-16 Exception (as defined in the First Lien Note Documents) and on behalf of itself and (b) if any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Second Priority Obligation which assets are not also subject to the first-priority Lien of each Senior the First Priority Agent Representative under the Senior First Priority Documents, subject then the Second Priority Representative, shall be deemed to also hold and have held such Lien for the Lien Priority set forth herein; and (ii) if any such Junior benefit of the First Priority Secured Party Parties and shall nonetheless acquire or hold any guarantee promptly notify the First Priority Representative of Junior the existence of such Lien and, upon written request by the First Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority ObligationRepresentative, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, will without the need for any further consent of any other Junior Second Priority Secured Party and Party, notwithstanding anything to the contrary in any other Junior Second Priority Document, be deemed either (i) release such Lien or (ii) assign it to also hold and have held such guarantee or Lien for the benefit of the Senior First Priority Agents Representative as security for the Senior First Priority Obligations (in which case the Second Priority Representative may retain a junior lien on such assets subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent ), in writing accordance with such written request of the existence of such guarantee or Lien. (b) Until First Priority Representative. To the Discharge of Senior extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority ObligationsSecured Parties, except as may be separately otherwise agreed in writing by and between or among any applicable Senior the Second Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself Representative and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior other Second Priority Secured Party shall knowingly acquire Parties agree that any amounts received by or hold (x) distributed to any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.4 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no 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 Junior asset or property of such Grantor to secure the Senior Obligations; and (ii) if any Second Priority Secured Representative or any Second Priority Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (x) 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 (y) 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 Priority Agent under 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 DocumentsRepresentative 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. (b) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Second Priority Debt Obligations has not occurred, (i) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority set forth herein; and Debt Obligations and (ii) if any such Junior Priority Senior Representative or any Senior Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation, which assets Senior Obligations that are not also subject to the Lien of each Senior Liens securing all Second Priority Agent Debt Obligations under the Senior Second Priority Collateral Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (Senior Representative or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Senior Secured Party shall notify the Designated Second Priority Representative promptly upon becoming aware thereof and notwithstanding anything until a grant of a similar Lien to the contrary in any other Junior each Second Priority DocumentRepresentative, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Second Priority Representative and the other Senior Second Priority Agent Debt Parties as security for the other Senior Second Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or LienDebt Obligations. (c) Until the Discharge The existence of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among a maximum claim with respect to any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also real property subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject a mortgage which applies to the Lien Priority set forth herein; and (ii) if any such Junior Priority all Secured Party Obligations shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be a difference in breach Collateral among any series, issue or class of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold Senior Obligations or continue to hold any Lien in any asset of any Credit PartySecond Priority Debt Obligations.

No New Liens. (a) Until The parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and none of the Grantors shall (a) grant or permit any additional Liens on behalf any asset or property of itself and any Grantor to secure any Junior Priority Creditors represented therebyDebt Obligation unless it has granted, hereby agrees that: or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations or (b) grant or permit any additional 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 Junior Priority Debt Obligations. If any Junior Representative or any Junior Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Junior Representative or Junior Priority Debt Party (i) no shall notify the 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 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. 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 Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the first priority Lien of each the Senior Priority Agent Secured Parties under the Senior Priority Debt Documents, subject then, without limiting any other rights and remedies available to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire Senior Representative or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority ObligationsSecured Parties, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority DocumentsJunior Representative, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented therebyDebt Parties, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire that any amounts received by or hold (x) distributed to any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, them pursuant to or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), Liens so granted shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until So long as the Discharge of Senior Priority ObligationsLender Claims has not occurred and subject to Section 6, each Junior Second Priority AgentAgent agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior each applicable Second Priority Secured Party Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that it shall knowingly not acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of the Borrower or any Credit Party other Grantor securing any Junior Second Priority Obligation which assets Claims that are not also subject to the first-priority Lien in respect of each the Senior Priority Agent Lender Claims under the Senior Lender Documents. If any Second Priority Documents, subject to the Lien Priority set forth herein; and (ii) if Agent or any such Junior Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are collateral that is not also subject to the first-priority Lien in respect of each the Senior Priority Agent Lender Claims under the Senior Priority Lender Documents, subject to the Lien Priority set forth herein, then such Junior Second Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party party and notwithstanding anything to the contrary in any other Junior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority First Lien Agents as security for the Senior Priority Obligations Lender Claims (subject to the Lien Priority lien priority and other terms hereof) and shall promptly notify each Senior Priority First Lien Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except Lien and in any event take such actions as may be separately otherwise agreed in writing requested by and between any First Lien Agent to assign or among any release such Liens to the First Lien Agents (and/or each of its designee) as security for the applicable Senior Lender Claims. 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 Lien Agent or any other Senior Lender, each Second Priority Agents, in each caseAgent agrees, for itself and on behalf of itself and the other Second Priority Secured Parties, that any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior amounts received by or distributed to any Second Priority Secured Party shall knowingly acquire pursuant to or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.3 shall be subject to Section 4.1 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.2.

No New Liens. (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior First Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (ia) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee none of the Obligors shall, or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Obligor 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 Obligor to secure the Senior Priority Obligations, or (y2) grant or permit any additional Liens on any asset or property of any Obligor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Obligor to secure the Second Priority Debt 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 Credit Party Obligor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each first- priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Obligor 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 Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Designated Senior Representative as security for all Senior Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any until such assignment or such grant of a similar Lien to each Senior Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent Secured Parties as security for the other Senior Priority Obligations (subject to the relative Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent priorities set forth in writing this Agreement). To the extent that the provisions of the existence of such guarantee immediately preceding sentence are not complied with for any reason, without limiting any other right or Lien. (c) Until the Discharge of Junior remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsObligations shall have occurred, each Junior Priority Agentwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, for the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on behalf of itself and any asset or property to secure any Junior Priority Creditors represented thereby, hereby agrees that: (i) no Obligation unless a Lien on such Junior Priority Secured Party shall knowingly acquire asset or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person property also provides a guarantee of secures the Senior Priority Obligations, . If the Junior Priority Collateral Agent or (y) any Junior Priority Claimholder shall hold any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation which assets Obligations that are not also subject to the Lien of each senior-priority Liens securing Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee Collateral Agent if a responsible officer of the Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations Collateral Agent has actual knowledge thereof or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of Claimholder (i) shall notify each Senior Priority Collateral Agent under promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need Collateral Agents as security for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Senior Priority Collateral Agents as security for the Senior Priority Obligations (but shall retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each (ii) until such assignment or such grant of a similar Lien to the Senior Priority Agent in writing Collateral Agents, shall be deemed to hold and have held such Lien for the benefit of the existence Senior 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 such guarantee its gross negligence or Lienwilfulwillful misconduct. (b) Until To the Discharge extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. -15- In addition, to the extent that Liens are granted on any asset or property to secure any Junior Priority Obligation and a corresponding Lien is not granted to secure any of the Senior Priority Obligations, except as may be separately otherwise agreed in writing by without limiting any other rights and between or among any applicable Senior remedies available hereunder, the Junior Priority AgentsCollateral Agent, in each case, for and on behalf of itself and the Junior Priority Claimholders agrees that any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf amounts received by or distributed to it pursuant to or as a result of itself and the Senior Priority Creditors represented thereby, hereby agrees that:Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. (ic) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding Notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations clauses (subject to the Lien Priority and other terms hereofa) and (b) above, this Section 2.3 shall promptly notify each Senior Priority not be violated with respect to any Revolving Credit Obligations if for any reason the Revolving Credit Collateral Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides expressly declines to accept a guarantee of all the other Junior Priority ObligationsMortgage, or (y) any Lien releases a Mortgage, on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority DocumentsMortgaged Property owned by Envelope Product Group, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority DocumentsLLC and located at Xxxxx 000, subject to the Lien Priority set forth hereinXxxxxxxxxxxx, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or LienXX 00000. 2. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsABL Obligations Payment Date, each Junior Priority Agent, for and on behalf of itself and no Loan Party shall grant to any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Term Loan Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Junior Priority Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the ABL Representative under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, Term Loan Obligation which assets are not also subject to the Lien of each Senior Priority Agent the ABL Representative under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent the Term Loan Representative (or the relevant Junior Priority CreditorTerm Loan Secured Party) shall, without the need for any further consent of any other Junior Priority Term Loan Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Term Loan Document be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents ABL Representative as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and the Company shall promptly notify each Senior Priority Agent the ABL Representative in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsTerm Loan Obligations Payment Date, except as may be separately otherwise agreed in writing by and between or among no Domestic Loan Party shall grant to any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Domestic Loan Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Term Loan Representative under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Domestic Loan Party securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Term Loan Representative under the Senior Priority Term Loan Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent the ABL Representative (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority ABL Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Document be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent the Term Loan Representative as security for the other Senior Priority Term Loan Obligations (subject to the Lien Priority and other terms hereof) and the Company shall promptly notify each Senior Priority Agent the Term Loan Representative in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or LienLien and any proceeds of any such Lien shall be subject to Article IV. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until It is the anticipation of the parties that, until the date upon which the Discharge of Senior Priority ObligationsLien Obligations shall have occurred, each no Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Lien Secured Party shall knowingly acquire or hold (x) any guarantee of consensual Lien on any assets securing any Junior Priority Obligations by any Person unless such Person Lien Obligation which assets are not also provides a guarantee subject to the Lien of the Senior Priority Obligations, Lien Agent under the Senior Lien Documents. If any Junior Lien Secured Party shall (nonetheless and in breach hereof) acquire or (y) hold any Lien on any assets of any Credit Party securing any Junior Priority Lien Obligation which assets are not also subject to the Lien of each the Senior Priority Lien Agent under the Senior Priority Lien Documents, subject to then the Junior Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority CreditorLien Secured Party) shall, without the need for any further consent of any other Junior Priority Lien Secured Party Party, the Borrowers, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Junior Priority Lien Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents Lien Agent as security for the Senior Priority Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each the Senior Priority Lien Agent in writing of the existence of such guarantee Lien upon becoming aware thereof. Without limiting any other right or Lien.remedy available to the Senior Lien Agent or the Senior Lien Secured Parties, the Junior Lien Agent, on behalf of the Junior Lien 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 2.5(a) shall be subject to the turnover provisions in Section 3.6. US-DOCS\79710835.5 Senior Junior Intercreditor Agreement (b) Until It is the anticipation of the parties that, until the date upon which the Discharge of Senior Priority ObligationsLien Obligations shall have occurred, except as may be separately otherwise agreed in writing by and between or among any applicable no Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Lien Secured Party shall knowingly acquire or hold (x) any guarantee of consensual Lien on any assets securing any Senior Priority Obligations by Lien Obligation which assets are not also subject to the Lien of the Junior Lien Agent under the Junior Lien Documents (other than as set forth in Section 2.1(d)). If any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, Lien Secured Party shall (nonetheless and in breach hereof) acquire or (y) hold any Lien on any assets of any Credit Party securing any Senior Priority Lien Obligation which assets are not also subject to the Lien of each other Senior Priority the Junior Lien Agent under the Senior Priority Documents, subject to the Junior Lien Priority Documents (other than as set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under in Section 2.1(d)), then the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority CreditorLien Secured Party) shall, without the need for any further consent of any other Senior Priority Lien Secured Party Party, the Borrowers, any Senior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Senior Priority Lien Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of each other Senior Priority the Junior Lien Agent as security for the other Senior Priority Junior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority the Junior Lien Agent in writing of the existence of such guarantee or LienLien upon becoming aware thereof. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Second Priority Debt Obligations has not occurred, (i) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Obligations, Debt Obligations (unless each Junior Second Priority Agent, for and Representative has declined such grant in writing on behalf of itself the applicable Second Priority Debt Parties); and (ii) if any Junior Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Representative or any Senior Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation which assets Senior Obligations that are not also subject to the Lien of each Senior second-priority Liens securing all Second Priority Agent Debt Obligations under the Senior Second Priority Debt Documents, such Senior Representative or Senior Secured Party (x) shall notify the Designated Second Priority Representative promptly upon becoming aware thereof and, unless each Second Priority Representative has declined such grant in writing on behalf of the applicable Second Priority Debt Parties, promptly grant a similar Lien on such assets or property to each Second Priority Representative as security for the Second Priority Debt Obligations, shall assign such Lien to each Second Priority Representative as security for the Second Priority Debt Obligations under its Second Priority Debt Document for the benefit of the applicable Second Priority Debt Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (y) until such assignment or such grant of a similar Lien to each Second Priority set forth herein; and (ii) if any such Junior Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Second Priority Representative and the other Senior Second Priority Agent Debt Parties as security for the other Senior Second Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Debt Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority priorities set forth herein; and (ii) if in this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any such Junior reason, without limiting any other right or remedy available to any Second Priority Representative or any other Second Priority Debt Party, each Senior Representative agrees, for itself and on behalf of the other Senior Secured Parties, that any amounts received by or distributed to any Senior Secured Party shall nonetheless acquire pursuant to or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, this Section 2.04 shall be subject to Section 4.01 and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.02.

No New Liens. (a) Until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each the parties hereto agree that no Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Intercreditor Collateral, securing any Junior Priority Obligation which assets are Debt Obligation, if such Intercreditor Collateral is not also subject to the Lien of each Senior Priority the ABL Collateral Agent under the Senior Priority Documents, ABL Documents (and subject to the Lien Priority set forth Priorities contemplated herein; and (ii) if ). If any such Junior Priority Secured Debt Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party such Intercreditor Collateral securing any Junior Priority Debt Obligation, which assets are Intercreditor Collateral is not also subject to the Lien of each Senior Priority the ABL Collateral Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such the applicable Junior Priority Agent Representative (or the relevant applicable Junior Priority CreditorDebt Party) (i) shall notify the ABL Collateral Agent promptly upon becoming aware thereof and, unless a similar Lien on such Intercreditor Collateral is promptly granted to the ABL Collateral Agent as security for the ABL Obligations, shall assign such Lien to the ABL Collateral Agent as security for the ABL Obligations for the benefit of the ABL Secured Parties (but may retain a Lien on such Intercreditor Collateral subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the ABL Collateral Agent, shall, without the need for any further consent of any other Junior Priority Secured Debt Party and notwithstanding anything to the contrary in any other Junior Priority Debt Document, be deemed to also hold and have held such guarantee Lien as agent or Lien bailee for the benefit of the Senior Priority Agents ABL Collateral Agent as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing ). To the extent that the provisions of the existence of such guarantee immediately preceding sentence are not complied with for any reason, without limiting any other right or Lien. (b) Until remedy available to the Discharge of Senior ABL Collateral Agent or any other ABL Secured Party, each Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority ObligationsDebt Parties, that any amounts received by or (y) any Lien on any assets of any Credit Party securing distributed to any Junior Priority Obligation which assets are not also subject Debt Party pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Lien granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.5 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. (a) Until So long as the Discharge of Senior First Lien Priority ObligationsObligations Payment Date has not occurred, each Junior Priority Agentwhether or not any Insolvency Proceeding has been commenced by or against any Loan Party, for subject to Section 5.4, there shall be no Lien, and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Loan Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligationscreate, or (y) any Lien on any assets of any Credit Party Loan Party, securing any Junior Second Lien Priority Obligation which assets Obligations that, to the extent permissible under applicable law, are not also subject to the Lien in respect of each Senior Priority Agent under the Senior Priority Documents, subject to the First Lien Priority set forth hereinObligations; and provided that this provision will not be violated if such Loan Party gives each First Lien Priority Representative a reasonable opportunity to accept a Lien on any asset or property and such First Lien Priority Representative states in writing delivered to such Loan Party, with a copy to each Second Lien Priority Secured Party, that the documents governing such First Lien Priority Obligations in respect thereof prohibit the holders of such First Lien Priority Obligations from accepting a Lien on such asset or property or such holders of such First Lien Priority Obligations otherwise expressly decline to accept a Lien on such asset or property (ii) if any such Junior prohibited or declined Lien, a “First Lien Priority Secured Declined Lien”). If any Loan Party shall (nonetheless acquire or hold any guarantee and in breach of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or the foregoing) have created any Lien on any assets collateral of any Credit Loan Party securing in favor of any Junior Second Lien Priority Obligation, which assets are Secured Party that is not also subject to the Lien in respect of each Senior the First Lien Priority Agent under Obligations (other than a First Lien Priority Declined Lien), then the Senior applicable Second Lien Priority DocumentsSecured Party shall, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shallextent permissible under applicable law, without the need for any further consent of any other Junior Priority Secured Party party and notwithstanding anything to the contrary in any other Junior Priority Documentdocument, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior any First Lien Priority Agents Secured Party as security for the Senior such First Lien Priority Obligations (subject to the Lien Priority priority and other terms hereof) and shall promptly notify each Senior Priority Agent in any event take or cause to be taken such actions as may be reasonably requested in writing by such First Lien Priority Representative to assign or release such Liens in favor of the existence applicable holders of such guarantee First Lien Priority Obligations (and/or its or Lientheir designee) as security for the First Lien Priority Obligations. (b) Until In addition, subject to Section 5.4 and applicable law, none of the Discharge Loan Parties shall grant or permit any additional Liens on any asset or property of Senior any Loan Party to secure any First Lien Priority Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Loan Party to secure the Second Lien Priority Obligations, except as may ; provided that this provision will not be separately otherwise agreed in writing by and between or among any applicable Senior violated if each Second Lien Priority Agents, in each case, for and on behalf Representative (acting at the written direction of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Second Lien Priority Secured Party shall knowingly acquire or hold (xParties required to direct the Second Lien Priority Representative under the applicable Second Lien Priority Documents) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides is given a guarantee of all the other Senior Priority Obligations, or (y) any reasonable opportunity to accept a Lien on any assets asset or property and such Second Lien Priority Representative (acting at the written direction of any Credit Party securing any Senior the Second Lien Priority Obligation which assets are not also subject Secured Parties required to direct the Second Lien of each other Senior Priority Agent Representative under the Senior Priority Documents, subject to the applicable Second Lien Priority set forth herein; and (iiDocument) if any states in writing that the documents governing such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Second Lien Priority Obligations by any Person who does not also provide in respect thereof prohibit such holders from accepting a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject such asset or property or that such holders otherwise expressly decline to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides accept a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire asset or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lienproperty. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and (i) none of the Grantors shall grant or permit any additional Liens on behalf any asset or property of itself and any Grantor to secure any Junior Priority Creditors represented therebyDebt Obligation unless it has granted, hereby agrees that: or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (iii) no such if any Junior Priority Secured Representative or any Junior Priority Debt Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets or property of any Credit Party Grantor securing any Junior Priority Obligation which assets Debt Obligations that are not also subject to the Lien of each first-priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or Junior Priority Debt Party (x) shall notify in writing the Senior Representative promptly upon becoming aware thereof and promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien to the 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 (y) until such assignment or such grant of a similar Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority DocumentsRepresentative, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, shall be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents Representative and the other Senior Secured Parties as security for the Senior Priority Obligations (Obligations, subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent priorities set forth in writing this Agreement. To the extent that the provisions of the existence immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Representative or any other Senior Secured Party, each Junior Priority Representative agrees, for itself and on behalf of such guarantee the other Junior Priority Debt Parties, that any amounts received by or Liendistributed 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 Section 4.01 and Section 4.02. (b) Until the Discharge The existence of Senior Priority a maximum claim with respect to any real property subject to a mortgage, which applies to all Secured Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be a difference in breach Collateral among any series, issue or class of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold Senior Obligations or continue to hold any Lien in any asset of any Credit PartyJunior Priority Debt Obligations.

No New Liens. (a) Until the date upon which the Discharge of Senior Priority ObligationsABL Obligations shall have occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees the parties hereto agree that: (i1) no such Junior Priority Cash Flow Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Cash Flow Obligation (other than Excluded Assets) which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Cash Flow Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, Cash Flow Obligation (other than Excluded Assets) which assets are not also subject to the Lien of each Senior Priority the ABL Agent under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority the Cash Flow Agent (or the relevant Junior Priority CreditorCash Flow Secured Party) shall, without the need for any further consent of any other Junior Priority Cash Flow Secured Party and notwithstanding anything to the contrary in any other Junior Priority Cash Flow Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of the Senior Priority Agents ABL Agent as security for the Senior ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien; and (2) no Additional Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. (b) Until the date upon which the Discharge of Cash Flow Obligations shall have occurred, the parties hereto agree that: (1) no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Canadian Collateral or Excluded Assets) which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Canadian Collateral or Excluded Assets) which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the Lien 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 and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such lien for the benefit of the Cash Flow Agent as security for the Cash Flow Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Cash Flow Agent in writing of the existence of such Lien; and (2) no Additional Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets) which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the Lien Priority set forth herein. If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets) which assets are not also subject to the Lien of the Cash Flow Agent under the Cash Flow Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the Cash Flow Agent as security for the Cash Flow Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Cash Flow Agent in writing of the existence of such Lien. (c) Until the date upon which the Discharge of Additional Obligations shall have occurred, the parties hereto agree that: (1) no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Canadian Collateral or Excluded Assets) which assets are not also subject to the Lien of each Additional Agent under the Additional Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Canadian Collateral or Excluded Assets) which assets are not also subject to the Lien of each Additional Agent under the Additional Documents, subject to the Lien 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 and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such lien for the benefit of each Additional Agent as security for the Additional Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Additional Agent in writing of the existence of such guarantee or Lien.; and (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i2) no such Senior Priority Cash Flow Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Cash Flow Obligation (other than Excluded Assets) which assets are not also subject to the Lien of each other Senior Priority Additional Agent under the Senior Priority Additional Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority Cash Flow Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Cash Flow Obligation (other than Excluded Assets) which assets are not also subject to the Lien of each other Senior Priority Additional Agent under the Senior Priority Additional Documents, subject to the Lien Priority set forth herein, then such Senior Priority the Cash Flow Agent (or the relevant Senior Priority CreditorCash Flow Secured Party) shall, without the need for any further consent of any other Senior Priority Cash Flow Secured Party and notwithstanding anything to the contrary in any other Senior Priority Cash Flow Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Senior Priority Additional Agent as security for the other Senior Priority Additional Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Additional Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. 43 (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee guaranty of Junior Priority Obligations by any Person unless such Person also provides (or is prohibited by applicable law from providing) a guarantee guaranty of the Senior Priority Obligations, or (y) any Lien on (unless prohibited by any applicable law) any assets of any Credit Loan Party securing any Junior Priority Obligation Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee guaranty of Junior Priority Obligations by any Person who does not also provide a guarantee guaranty of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee guaranty or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Senior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent as security for the other Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the First Priority Representative (a) Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself and the First Priority Secured Parties) and the Second Priority Representative (on behalf of itself and the Second Priority Secured Parties) agree that (subject to any Junior Liens on non-working capital assets granted to secure indebtedness incurred in reliance on Section 6.01(w) of the Existing First Priority Creditors represented therebyAgreement (or any analogous provision in any Additional First Priority Agreement or Second Priority Agreement in accordance with the Second Priority Security Documents), hereby agrees that: subject to intercreditor arrangements with respect to such indebtedness that are reasonably satisfactory to the First Priority Representative and the Second Priority Representative) (ia) there shall be no such Junior Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Priority Obligations, (b) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any First Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Second Priority Obligations, (c) if any Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Loan Party securing any Junior Second Priority Obligation which assets are not also subject to the first-priority Lien of each Senior the First Priority Agent Representative under the Senior First Priority Documents, subject then the Second Priority Representative shall be deemed to hold and have held such Lien for the Lien benefit of the First Priority set forth herein; and Representative and the other First Priority Secured Parties and (iid) if any such Junior First Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Loan Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior First Priority Obligation which assets are not also subject to the second-priority Lien of each other Senior the Second Priority Agent Representative under the Senior Second Priority Documents, subject to then the Lien First Priority set forth herein; and (ii) if any such Senior Priority Secured Party Representative shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior the Second Priority Agent as security for Representative and the other Senior Second Priority Obligations (subject Secured Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Lien First Priority Secured Parties, the Second Priority Representative and the other terms hereof) Second Priority Secured Parties, and shall promptly notify each Senior the First Priority Agent in writing of Representative and the existence of such guarantee or Lien. (c) Until the Discharge of Junior other First Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented therebySecured Parties, each Junior Priority Agent, for and on behalf agree that any amounts received by or distributed to any of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire them pursuant to or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, Liens granted in writing (by virtue contravention of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), this Section 2.4 shall be subject to acquire, hold or continue to hold any Lien in any asset of any Credit PartySection 4.1.

No New Liens. (a) Until the Discharge of Senior Priority ObligationsABL Obligations Payment Date, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Collateral Trust Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Junior Priority Collateral Trust Obligation which assets are not also subject to the Lien of each Senior Priority Agent the ABL Representative under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Priority Collateral Trust Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party Grantor securing any Junior Priority Obligation, Collateral Trust Obligation which assets are not also subject to the Lien of each Senior Priority Agent the ABL Representative under the Senior Priority ABL Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent the Collateral Trust Representative (or the relevant Junior Priority CreditorCollateral Trust Secured Party) shall, without the need for any further consent of any other Junior Priority Collateral Trust Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, Collateral Trust Document be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents ABL Representative as security for the Senior Priority ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent the ABL Representative in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority ObligationsCollateral Trust Obligations Payment Date, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority ABL Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party Grantor securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Collateral Trust Representative under the Senior Priority Collateral Trust Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior Priority ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party Grantor securing any Senior Priority ABL Obligation which assets are not also subject to the Lien of each other Senior Priority Agent the Collateral Trust Representative under the Senior Priority Collateral Trust Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent the ABL Representative (or the relevant Senior Priority CreditorABL Secured Party) shall, without the need for any further consent of any other Senior Priority ABL Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, ABL Document be deemed to also hold and have held such guarantee or Lien for the benefit of each other Senior Priority Agent the Collateral Trust Representative as security for the other Senior Priority Collateral Trust Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent the Collateral Trust Representative in writing of the existence of such guarantee or Lien. (c) Until the Discharge of Junior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.

No New Liens. (a) Until Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Priority ObligationsObligations has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (ia) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee none of the Obligors shall, or shall permit any of its subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Obligor 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 Obligor to secure the Senior Priority Obligations, or (y2) grant or permit any additional Liens on any asset or property of any Obligor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Obligor to secure the Second Priority Debt 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 Credit Party Obligor securing any Junior Second Priority Obligation which assets Obligations that are not also subject to the Lien of each first- priority Liens securing all Senior Priority Agent Obligations under the Senior Priority Collateral Documents, subject such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Obligor 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 Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of Junior Priority Designated Senior Representative as security for all Senior Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior Priority Agents as security for the Senior Priority Obligations Secured Parties (but may retain a junior lien on such assets or property subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any until such assignment or such grant of a similar Lien to each Senior Priority Secured Party Representative, shall nonetheless acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior Priority Obligation which assets are not also subject to the Lien of each other Senior Priority Agent under the Senior Priority Documents, subject to the Lien Priority set forth herein, then such Senior Priority Agent (or the relevant Senior Priority Creditor) shall, without the need for any further consent of any other Senior Priority Secured Party and notwithstanding anything to the contrary in any other Senior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each Senior Representative and the other Senior Priority Agent Secured Parties as security for the other Senior Priority Obligations (subject to the relative Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent priorities set forth in writing this Agreement). To the extent that the provisions of the existence of such guarantee immediately preceding sentence are not complied with for any reason, without limiting any other right or Lien. (c) Until the Discharge of Junior remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each caseRepresentative agrees, for itself and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Second Priority ObligationsDebt Parties, that any amounts received by or (y) distributed to any Lien on any assets of any Credit Second Priority Debt Party securing any Junior Priority Obligation which assets are not also subject pursuant to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Junior Priority Secured Party shall nonetheless acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Priority Obligation which assets are not also subject to the Lien of each other Junior Priority Agent under the Junior Priority Documents, subject to the Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such guarantee or Lien for the benefit of each other Junior Priority Agent as security for the other Junior Priority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Junior Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02. (b) The existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Party expressly decliningObligations shall not be deemed to be a difference in Collateral among any series, in writing (by virtue issue or class of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold Senior Obligations or continue to hold any Lien in any asset of any Credit PartySecond Priority Debt Obligations.

No New Liens. (a) Until So long as the Discharge of Senior First Priority ObligationsObligations Payment Date has not occurred, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior Second Priority Secured Party shall knowingly acquire or hold (x) any guarantee of Junior Priority Obligations by any Person unless such Person also provides a guarantee of the Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior Second Priority Obligation which assets are not also subject to the first priority Lien of each Senior First Priority Agent under the Senior First Priority Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of Junior Priority Obligations by any Person who does not also provide a guarantee of Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior Second Priority Obligation, Obligation which assets are not also subject to the first priority Lien of each Senior First Priority Agent under the Senior First Priority Documents, subject to then the Second Lien Priority set forth herein, then such Junior Priority Term Loan Agent (or the relevant Junior Second Priority CreditorSecured Party) shall, without the need for any further consent of any other Junior Second Priority Secured Party and notwithstanding anything to the contrary in any other Junior Second Priority Document, (i) be deemed to also hold and have held such guarantee or Lien for the benefit of the Senior each First Priority Agents Agent as security for the Senior applicable First Priority Obligations and shall assign such Lien to both of the First Priority Agents (in which case the Second Lien Term Loan Agent may retain a junior Lien on such assets subject to the Lien Priority and other terms hereof) and or (ii) if so requested by the First Priority Representative, release such Lien. The Second Lien Term Loan Agent shall promptly notify the First Priority Representative and each Senior First Priority Agent in writing of the existence of such guarantee or Lien. (b) Until the Discharge of Senior Priority Obligations, except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case, for and on behalf of itself and any Senior Priority Creditors represented thereby, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees that: (i) no such Senior No First Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Senior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Senior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Senior First Priority Obligation which assets are not also subject to the second priority Lien of each other Senior Priority the Second Lien Term Loan Agent under the Senior Second Priority Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Senior First Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Senior Priority Obligations by any Person who does not also provide a guarantee of all other Senior Priority Obligations or any Lien on any assets of any Credit Party securing any Senior First Priority Obligation which assets are not also subject to the second priority Lien of each other Senior Priority the Second Lien Term Loan Agent under the Senior Second Priority Documents, subject to then the Lien Priority set forth herein, then such Senior relevant First Priority Agent (or the relevant Senior First Priority CreditorSecured Party) shall, without the need for any further consent of any other Senior First Priority Secured Party and notwithstanding anything to the contrary in any other Senior First Priority Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Senior Priority the Second Lien Term Loan Agent as security for the other Senior Second Priority Obligations and shall assign such lien to the Second Lien Term Loan Agent (in which case each First Priority Agent may retain a senior lien on such assets subject to the Lien Priority and other terms hereof) and ). Each First Priority Agent shall promptly notify each Senior Priority the Second Lien Term Loan Agent in writing of the existence of such guarantee or Lien. (c) Until So long as the Discharge of Junior First Priority ObligationsObligations Payment Date has not occurred, except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case, for and on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby agrees that: (i) no such Junior First Priority Secured Party shall knowingly acquire or hold (x) any guarantee of any Junior Priority Obligations by any Person unless such Person also provides a guarantee of all the other Junior Priority Obligations, or (y) any Lien on any assets of any Credit Party securing any Junior First Priority Obligation which assets are not also subject to the first priority Lien of each other Junior First Priority Agent under the Junior First Priority Documents, subject to the Lien Priority set forth herein; and (ii) if . If any such Junior First Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any guarantee of any Junior Priority Obligations by any Person who does not also provide a guarantee of all other Junior Priority Obligations or any Lien on any assets of any Credit Party securing any Junior First Priority Obligation which assets are not also subject to the first priority Lien of each other Junior First Priority Agent under the Junior First Priority Documents, subject to then the Lien Priority set forth herein, then such Junior relevant First Priority Agent (or the relevant Junior First Priority CreditorSecured Party) shall, without the need for any further consent of any other Junior First Priority Secured Party and notwithstanding anything to the contrary in any other Junior First Priority Document, be deemed to also hold and have held such guarantee or Lien lien for the benefit of each other Junior First Priority Agent as security for the other Junior First Priority Obligations (subject to the Lien Obligations. Each First Priority and other terms hereof) and Agent shall promptly notify each Junior the First Priority Representative and the other First Priority Agent in writing of the existence of such guarantee or Lien. (d) No Secured Party shall be deemed to be in breach of this Section 2.5 as a result of any other Secured Party expressly declining, in writing (by virtue of the scope of the grant of Liens, including exceptions thereto, exclusions therefrom, and waivers and releases thereof), to acquire, hold or continue to hold any Lien in any asset of any Credit Party.