Common use of No New Liens Clause in Contracts

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1.

No New Liens. (a) After Until the incurrence of the Working Capital Facility Obligations and until date upon which the Discharge of Working Capital Facility ObligationsABL Obligations shall have occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree thatthat no New First Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the extent that Lien of the foregoing provisions of this Section 2.5(aABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not complied with also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any reason, after the date hereof, further consent of any amounts received by or distributed other New First Lien Secured Party and notwithstanding anything to the Existing Notes contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent and/or as security for the Existing Notes Noteholders, ABL Obligations (subject to the Interim Notes Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent and/or in writing of the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, or any existence of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1such Lien.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Lien Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility Obligations Grantors shall grant or permit any additional Liens on any asset or property of 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 until the Discharge of Working Capital Facility Obligations, (ib) the Existing Notes each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Junior-Lien Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Existing Notes Company or any other Grantor securing any Junior-Lien Obligations that are not also subject to the first-priority Lien in respect of the First- Lien Obligations under the First-Lien Debt Documents (other than with respect to Additional First-Lien Debt Obligations that, by their terms, are not intended to be secured by all of the First- Lien Collateral and, in particular, are not intended to be secured by such assets). If any Junior- Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party shall (nonetheless and each Existing Notes Noteholder shall not demand in breach hereof) acquire or receive hold any Lien upon on any assets Collateral that is not also subject to the first-priority Lien in respect of the First-Lien Obligations under the First- Lien Debt Documents, then such Junior-Lien Authorized Representative, Junior-Lien Collateral Agent or properties Junior-Lien Secured Party shall, without the need for any further consent of any Obligor unless party and notwithstanding anything to the Working Capital Facility contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the First-Lien Collateral Agent has been granted Agents as security for the applicable First-Lien Obligations (subject to the lien priority and other terms hereof) and shall promptly notify the First-Lien Collateral Agents in writing of the existence of such Lien and in any event take such actions as may be requested by the First-Lien Collateral Agents to assign or release such Liens to the First-Lien Collateral Agents (and/or its designees) as security for the applicable First-Lien Obligations (but may retain a Junior-Lien on such assets or properties which is senior and prior property subject to the Liens thereon terms hereof) and until such release or assignment, shall be deemed to hold and have held such Lien for the benefit of the Notes First-Lien Collateral Agent and Agents as security for the Noteholders; (ii) 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 First-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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to Obligations. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst-Lien Secured Parties, the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents and the other Junior- Lien Secured Parties agree that 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 Liens granted in contravention of this Section 2.5(a) 2.4 shall be subject to Section 4.14.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred and subject to Section 6, (i) the Existing Notes Collateral each Second Priority Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets of the Company or properties any other Grantor securing any Second Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Agent shall, without the need for any further consent of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior party and prior notwithstanding anything to the Liens thereon contrary in any other document, be deemed to also hold and have held such lien for the benefit of the Notes Collateral First Lien Agents as security for the Senior Lender Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the Noteholders; First Lien Agents (iiand/or each of its designee) as security for the Interim Notes Collateral 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 Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other Second Priority Secured Parties, 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 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 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 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 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 Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.1 and Section 4.2.

No New Liens. The parties hereto agree that none of the Grantors shall, or shall permit any of its subsidiaries to, (a) After the incurrence of the Working Capital Facility Obligations and until so long as the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has not occurred, (i) the Existing Notes Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, for itself and on behalf of each Existing Notes Noteholderor concurrently therewith grants, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior asset to secure the Liens thereon of the Notes Collateral Agent First Lien Obligations and the Noteholders; Third Lien Obligations, (ii) the Interim Notes Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, for itself and on behalf of each Interim Notes Noteholderor concurrently therewith grants, 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 assets asset to secure the First Lien Obligations and the Second Lien Obligations, or properties which is senior and prior to the Liens thereon of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, for itself and on behalf of each Pari Passu Lenderor concurrently therewith grants, 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 asset to secure the Second Lien Obligations and the Third Lien Obligations, and (b) after the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, (i) grant or properties which is senior and prior permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Third Lien Obligations, in each case, with each such Lien to be subject to the Liens thereon provisions of the Pari Passu Collateral Agent and the Pari Passu Lenders; and (iv) the parties hereto agree that, to this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofFirst Lien Collateral Agent or the other First Lien Secured Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees (i) that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02, (ii) if the Second Lien Collateral Agent or any Second Lien Secured Party acquires any Lien on any assets of Parent, Company or any other Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Second Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Third Lien Collateral Agent as security for the Third Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement and (iii) if the Third Lien Collateral Agent or any Third Lien Secured Party acquires any Lien on any assets of Parent, Company or any Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility ObligationsSubject to Section 2.6 hereof, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the extent Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. 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 any of the Obligors, the parties hereto agree that the foregoing provisions if any Second Lien Claimholder shall acquire or hold any Lien on any assets of this Section 2.5(a) any Obligor securing any Second Lien Obligation which assets are not complied with for also subject to the first priority Lien of the First Lien Claimholders under the First Lien Collateral Documents, then, without limiting any reasonother rights and remedies available to any First Lien Collateral Agent or the other First Lien Claimholders, after the date hereofapplicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.2.

No New Liens. (a) After It is the incurrence anticipation of the Working Capital Facility Obligations and parties that, until the date upon which the Discharge of Working Capital Facility ObligationsSenior Lien Obligations shall have occurred, no Junior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Junior Lien Obligation which assets are not also subject to the Lien of the Senior Lien Agent under the Senior Lien Documents. If any Junior Lien Secured Party shall (inonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Junior Lien Obligation which assets are not also subject to the Existing Notes Collateral Lien of the Senior Lien Agent agreesunder the Senior Lien Documents, then the Junior Lien Agent (or the relevant Junior Lien Secured Party) shall, without the need for itself any further consent of any other Junior Lien Secured Party, the Borrower, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Junior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Senior Lien Agent as security for the Senior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Senior Lien Agent in writing of the existence of such Lien upon becoming aware thereof. Without limiting any other right or remedy available to the Senior Lien Agent or the Senior Lien Secured Parties, the Junior Lien Agent, on behalf of each Existing Notes Noteholderthe Junior Lien Secured Parties, agrees that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to the turnover provisions in Section 4.13.6.

No New Liens. Subject to Section 2.6 hereof, the parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility Obligations Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and until substance satisfactory to the Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of Working Capital Facility First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that if any Second Lien Claimholder shall acquire or hold any Lien on any assets of any Obligor securing any Second Lien Obligation which assets are not also subject to the first priority Lien of the First Lien Claimholders under the First Lien Collateral Documents, then, without limiting any other rights and remedies available to any First Lien Collateral Agent or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the applicable Second Lien Collateral Agent or such Second Lien Claimholder, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have hold such Lien for the benefit of the applicable First Lien Collateral Agent and the First Lien Claimholders as security for the First Lien Obligations (subject to the Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Agents in writing of the existence of such Lien (if and to the extent the applicable Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Directing First Lien Collateral Agent to assign such Liens to the Directing First Lien Collateral Agent (but may retain a junior Lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Collateral Agent (iand/or each of their respective designees) as security for the Existing Notes applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Collateral Agent or any other First Lien Claimholder, each Second Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderits Related Second Lien Claimholders, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has not occurred and subject to Section 6, (i) the Existing Notes Collateral Agent agreesSecond Lien Agent, for itself and on behalf of each Existing Notes Noteholderthe Second Lien Secured Parties, that agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Existing Notes Collateral Agent and each Existing Notes Noteholder Company or any other Pledgor, it shall not demand acquire or receive hold any Lien upon on any assets of the Company or properties any other Pledgor securing any Second Lien Obligations that are not also subject to the first-priority Lien in respect of the First Lien Obligations under the First Lien Documents. If the Second Lien Agent or any Second Lien Secured Party shall (nonetheless and whether or not in breach hereof) acquire or hold any Lien on any property that is not also subject to the first-priority Lien in respect of the First Lien Obligations under the First Lien Documents, then the Second Lien Agent or such Second Lien Secured Party, as the case may be, shall, without the need for any further consent of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior person and prior notwithstanding anything to the Liens thereon contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Notes Collateral First Lien Agent and the Noteholders; First Lien Secured Parties as security for the First Lien Obligations (ii) 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 assets or properties which is senior and prior subject to the Liens thereon lien priority and other terms hereof) and shall promptly notify the First Lien Agent in writing of the Interim Notes Collateral Agent; existence of such Lien (iii) the Pari Passu Collateral Agent agrees, for itself if and on behalf of 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to the extent that the Second Lien Agent or such Second Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the First Lien Agent to assign or release such Liens to the First Lien Agent as security for the applicable First Lien Obligations. Notwithstanding anything to the contrary set forth in the foregoing provisions paragraph of this Section 2.5(a) 2.3 or any other part of this Agreement, the foregoing paragraph shall not apply with respect to any First Lien Obligations that, by their express terms, are not complied with for any reasonintended to be secured by all of the Common Collateral and, after the date hereofin particular, any amounts received are not intended to be secured by or distributed such assets but only to the Existing Notes Collateral extent of such assets (and the First Lien Agent and/or and Second Lien Agent may rely conclusively on a certificate to that effect provided to them by the Existing Notes Noteholders, Company upon either the Interim Notes Collateral First Lien 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Second Lien Agent’s reasonable request without further inquiry).

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, none of the Grantors shall (a) After grant or permit any additional Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the incurrence 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 Working Capital Facility 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 and until that are not also subject to the Discharge of Working Capital Facility Obligationsfirst-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Junior Representative or Junior Priority Debt Party (i) shall notify the Existing Notes Collateral Agent agreesDesignated Senior Representative promptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior and prior property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Liens thereon Designated Senior Representative as security for all Senior Obligations for the benefit of the Notes Collateral Agent and the Noteholders; Senior Secured Parties (ii) 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 but may retain a Lien junior lien on such assets or properties which is senior and prior property subject to the Liens thereon 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 Interim Notes Collateral Agent; (iii) Grantors, if any Junior Priority Debt Party shall acquire or hold any Lien on any assets of any Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the Pari Passu Collateral Agent agreesfirst priority Lien of the Senior Secured Parties under the Senior Debt Documents, for itself then, without limiting any other rights and remedies available to any Senior Representative or the other Senior Secured Parties, the Junior Representative, on behalf of 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 itself and the Pari Passu Lenders; and (iv) the parties hereto agree thatJunior Priority Debt Parties, to the extent agrees 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility First Lien Obligations has not occurred and subject to Section 6, the Applicable Second Lien Agent and each other Second Lien Obligations Representative, for itself and on behalf of the applicable Second Lien Obligations Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor, it shall not acquire or hold any Lien on any assets of the Company or any other Pledgor securing any Second Lien Obligations that are not also subject to the first-priority Lien in respect of the First Lien Obligations under the First Lien Obligations Documents. If the Applicable Second Lien Agent, any Second Lien Obligations Representative or any Second Lien Obligations Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any property that is not also subject to the first-priority Lien in respect of the First Lien Obligations under the First Lien Obligations Documents, then the Applicable Second Lien Agent, such Second Lien Obligations Representative or such Second Lien Obligations Secured Party, as the case may be, shall, without the need for any further consent of any person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Applicable First Lien Agent and the First Lien Obligations Representatives as security for the First Lien Obligations (subject to the lien priority and other terms hereof) and shall promptly notify the Applicable First Lien Agent and each First Lien Obligations Representative in writing of the existence of such Lien (if and to the extent the Applicable Second Lien Agent, such Second Lien Obligations Representative or such Second Lien Obligations Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Applicable First Lien Agent or any First Lien Obligations Representative to assign or release such Liens to the Applicable First Lien Agent (but may retain a junior lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Obligations Representative (iand/or each of their respective designees) as security for the Existing Notes Collateral Agent applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Obligations Representative or any other First Lien Obligations Secured Party, each Second Lien Obligations Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Lien Obligations Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Lien Obligations Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.3. Notwithstanding anything to the contrary set forth in the foregoing paragraph of this Section 2.3 or any other part of this Agreement, the foregoing paragraph shall not apply with respect to any Series of First Lien Facility Obligations or Other First Lien Obligations that, by their terms, are not intended to be secured by all of the Common Collateral and, in particular, are not intended to be secured by such assets but only to the extent of such assets (and the relevant First Lien Obligations Representative and Second Lien Obligations Representative may rely conclusively on a certificate to that effect provided to it by the Company upon its reasonable request without further inquiry). Notwithstanding anything in this Agreement or any other First Lien Obligations Documents or Second Lien Obligations Documents to the contrary, collateral consisting of cash and cash equivalents pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the First Lien Obligations Representative pursuant to Section 2.05(e) of the First Lien Facility (or any equivalent successor provision) shall be applied as specified in the First Lien Facility and will not constitute Common Collateral.

No New Liens. (a) After Until the incurrence of the Working Capital Facility Obligations and until date upon which the Discharge of Working Capital Facility ObligationsABL Obligations shall have occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree thatthat no Cash Flow Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Cash Flow 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 Cash Flow Collateral Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Cash Flow Collateral Obligations 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 Cash Flow Collateral Secured Party (or the Cash Flow Collateral Agent representing such relevant Cash Flow Collateral Secured Party) shall, without the need for any further consent of any other Cash Flow Collateral Secured Party and notwithstanding anything to the contrary in any other Cash Flow Collateral 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. 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 that such property constitutes Excluded Assets (as defined in the foregoing provisions of this Section 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1ABL Documents)).

No New Liens. (a) After the incurrence Subject to Section 11.04 of the Working Capital Facility Obligations 1-1/2 Lien Notes Indenture and until the corresponding provision of any Second-Priority Document relating to Future Second Lien Indebtedness, so long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the extent that first-priority Lien in respect of the foregoing provisions Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of this an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 2.5(a) are not complied with for 11.04 of the 1-1/2 Lien Notes Indenture and the corresponding provision of any reasonSecond-Priority Document relating to Future Second Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any amounts received by Lien on any assets of the Company or distributed any other Grantor securing any Second-Priority Claims that are not also subject to the Existing Notes Collateral Lien in favor of the other Second-Priority Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral such Second-Priority Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral shall notify any other Second-Priority Agent and/or the Pari Passu Lenders, or any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that, (a) After the incurrence of the Working Capital Facility Obligations and until so long as the Discharge of Working Capital Facility Senior Priority Obligations has not occurred, none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Non-Senior Priority 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 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, (c) 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 Grantor securing any Non-Senior Priority Obligations that are not also subject to the Liens securing all Senior Priority 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 Existing Notes 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 terms hereof) and (ii) until such assignment of such Lien to the Designated Senior Priority Representative or such grant of a similar Lien to each Senior Priority Representative, shall (to the extent not prohibited and possible under applicable law) be deemed to also 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 (other than the TLB Proceeds Loan Obligations in the case of any Grantor other than the Swiss Borrower ) and (d) so long as (x) the Discharge of Senior Priority Obligations has occurred and (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 Grantor securing any Senior Subordinated Priority Debt Obligations that are not also subject to the Liens securing all Second Priority Debt Obligations under the Second Priority Collateral Agent 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 terms hereof) and (ii) until such assignment of such Lien to the Designated Second Priority Representative or such grant of a similar Lien to each Second Priority Representative, shall (to the extent not prohibited and possible under applicable law) be deemed to also hold and have held such Lien for the benefit of each Second Priority Representative and the other Second Priority 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 right or remedy available to any Non-Subordinated Priority Party, (x) each Senior Priority Representative agrees, for itself and on behalf of the other Senior Priority Secured Parties that it represents, (y) each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) the Interim Notes Collateral Agent Second Priority Representative agrees, for itself and on behalf of the other Second Priority Secured Parties that it represents and (z) 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 assets or properties which is senior and prior to the Liens thereon of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent Senior Subordinated Priority Representative agrees, for itself and on behalf of each Pari Passu Lenderthe other Senior Subordinated Priority Parties that it represents, 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 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 or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Senior Priority Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, any Second Priority Secured Party or any of them Senior Subordinated Priority Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.05 shall be subject to Section 4.14.01 and Section 4.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsABL Claims has not occurred, (i) the Existing Notes Collateral each Term Loan Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand not, except as otherwise provided herein, acquire or receive hold any Lien upon on 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 Notes Collateral Agent and Lead Borrower, the Noteholders; (ii) Canadian Borrowers, the Interim Notes Collateral Agent agreesAdditional US Borrowers, for itself and on behalf of each Interim Notes Noteholder, that the Interim Notes Collateral Agent and each Interim Notes Noteholder shall not demand any other ABL Borrower or receive any Lien upon other Grantor securing 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 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 Pari Passu Lenders; and (iv) the parties hereto agree Term Loan Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the ABL Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and the ABL Agent states in writing that the foregoing provisions ABL Loan Documents in respect thereof prohibit the ABL Agent from accepting a Lien on such asset or property or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of this Section 2.5(a) are a Grantor that is not complied with also subject to the Liens in respect of the ABL Claims under the ABL Loan Documents (other than an ABL Declined Lien), then the applicable Term Loan Agent shall, to the extent permissible under applicable law, without the need for any reason, after the date hereof, further consent of any amounts received by or distributed party and notwithstanding anything to the Existing Notes Collateral contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the ABL Agent and/or as security for 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 Liens granted in contravention of this Section 2.5(a) shall be ABL Claims (subject to Section 4.1the Lien priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designees) as security for the ABL Claims.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, a Lien on such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to grant or permit any additional Liens on any asset of a Grantor to secure any Series of Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the other Series of Second Lien Obligations; provided, however, the refusal or inability of the Second Lien Collateral Agent for such other Series of Second Lien Debt to accept such Lien will not prevent such Second Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties agrees that 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 Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall Whether or not demand any Insolvency or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent Liquidation Proceeding has been commenced by or against SSCC or any other Grantor, SSCC and the other parties hereto agree that none of SSCC and any other Grantor shall grant, and no Secured Party shall 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 properties which is senior and 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 Liens thereon grant of such Lien under such Term Loan Credit Mortgage or Permitted Notes Mortgage, SSCC or the Notes Collateral applicable Grantor shall have given notice thereof to the Revolving Credit Agent and the NoteholdersRevolving 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; (ii) the Interim Notes Collateral Agent agreesprovided further that, 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 with respect to any Lien upon granted under a Term Loan Collateral Document or a Revolving Credit Collateral Document with respect to any assets Rule 3-16 Collateral, such Lien may be granted without a prior or properties concurrent grant of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior and thereon to secure the Permitted Notes Obligations so long as, prior to the Liens thereon grant of such Lien under such Term Loan Credit Collateral Document or Revolving Credit Collateral Document, SSCC or 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 applicable Grantor 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 have given notice thereof to the Liens thereon of the Pari Passu Collateral Permitted Notes Agent and the Pari Passu Lenders; and (iv) the parties hereto agree 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 any Lien on any assets of any Grantor securing any Junior Obligations that are not also subject to a Lien in respect of the Prior Obligations under the Prior Credit Documents and if the Discharge of Prior Obligations has not occurred, then such Junior Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Prior Agents as a security for the Prior Obligations (subject to the lien priority and the other terms hereof) and shall promptly following knowledge thereof notify the Prior Agents in writing of the existence of such Lien and in any event take such actions as may be reasonably requested by any Prior Agent to assign or release such Liens to such Prior Agent (and/or its designee) as security for the applicable Prior Obligations; provided that if the instructions of the Prior Agents conflict, the request of the Controlling Agent shall control. If a Prior Agent or a Prior Secured Party shall (nonetheless and in breach hereof) hold any Lien on any assets of any Grantor securing any Prior Obligations that are not also subject to a Lien in respect of the Junior Obligations under the Junior Credit Documents and if the Discharge of such Junior Obligations has not occurred, then such Prior Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Junior Agents as a security for the Junior Obligations (subject to the lien priority and the other terms hereof) and shall promptly following knowledge thereof notify the Junior Agents in writing of the existence of such Lien. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after the date hereofwithout limiting any other rights and remedies available to any Prior Agent or any Prior Secured Parties, each Junior Agent, for itself and on behalf of its Related Secured Parties, agrees that 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02. 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 Class that could reasonably constitute Common Collateral and the Grantors with respect thereto. For the avoidance of doubt and subject to Section 5.09, in the event letters of credit or bankers’ acceptances are cash collateralized in connection with the Discharge of Obligations of a Class pursuant to clause (d) of the definition of Discharge, such cash collateral shall no longer be required to secure the Obligations of any other Class.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until The parties hereto agree that, so long as the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has not occurred, (i) none of the Existing Notes Collateral Agent agreesGrantors 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, for itself or concurrently therewith grants, or permits the grant of, as applicable, a Lien on such asset or property of such Grantor to secure the Senior Priority Obligations; and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder (ii) if any Second Priority Representative or any Second Priority Secured Party shall not demand or receive hold any Lien upon on any assets or properties property of any Obligor Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Secured Party (A) shall notify the Designated Senior Priority Representative promptly upon becoming aware thereof and, unless the Working Capital Facility Collateral Agent has been granted such Grantor shall promptly grant a similar Lien on such assets or properties which is senior and prior property to each Senior Priority Representative as security for the Senior Priority Obligations, shall assign such Lien to the Liens thereon Designated Senior Priority Representative as security for all Senior Priority Obligations for the benefit of the Notes Collateral Agent and the Noteholders; Senior Priority Secured Parties (ii) 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 but may retain a junior Lien on such assets or properties which is senior and prior property subject to the Liens thereon 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 Interim Notes Collateral Agentbenefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Priority Obligations; (iii) the Pari Passu Collateral Agent agreesprovided that, for itself and the avoidance of doubt, without limiting any rights or remedies available to any Second Priority Representative and/or the other Second Priority Secured Parties, each Senior Priority Representative, on behalf of each Pari Passu Lender, that the Pari Passu Collateral Agent itself 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 Pari Passu Lenders; and (iv) the parties hereto agree thatSenior Priority Secured Party under its Senior Priority Debt Facility, to the extent agrees 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 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 in connection with the sale or other disposition of, or collection on, such assets or property as a result of the Liens granted in contravention of pursuant to this Section 2.5(a2.04(a)(ii)(B) shall be subject to Section 4.14.02.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred; (a) After the incurrence none of the Working Capital Facility Obligations and until 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 Discharge of Working Capital Facility Senior Obligations, (ib) none of the Existing Notes Grantors shall grant or permit any additional Liens in favor of the Senior Secured Parties under the Senior Collateral Agent agreesDocuments on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, for itself and or concurrently therewith grants, a junior-priority Lien on behalf such asset or property of each Existing Notes Noteholdersuch Grantor to secure the Second Priority Debt Obligations subject to the terms of this Agreement, that the Existing Notes Collateral Agent and each Existing Notes Noteholder (c) if any Second Priority Representative or any Second Priority Debt Party shall not demand or receive hold any Lien upon on any assets or properties property of any Obligor unless Grantor securing any Second Priority Obligations that are not also subject to the Working Capital Facility senior-priority Liens securing Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Senior Collateral Agent has been granted promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or properties which is senior and prior property to the Liens thereon of the Notes 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 terms hereof) and the Noteholders; (ii) until such assignment or such grant of a similar Lien to the Interim Notes Senior Collateral Agent, shall be deemed to hold and have held such Lien for the benefit of the Senior Collateral Agent agreesas security for the Senior Obligations, for itself and on behalf of each Interim Notes Noteholder, that the Interim Notes Collateral Agent and each Interim Notes Noteholder (d) if any Senior Representative or any Senior Secured Party shall not demand or receive hold any Lien upon created under the Senior Collateral Documents on any assets or properties property of any Obligor Grantor securing any Senior Obligations that are not also subject to the junior-priority Liens securing Second Priority Debt Obligations under the 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 the Working Capital Facility Collateral Agent has been granted such Grantor shall promptly grant a junior-priority Lien on such assets or properties which is 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 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 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 property subject to the Liens thereon of the Pari Passu Collateral Agent and the Pari Passu Lenders; terms hereof) and (ivii) the parties hereto agree thatuntil such assignment or such grant of a junior-priority Lien to each Second Priority Representative, 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject deemed to Section 4.1hold and have held such Lien for the benefit of each Second Priority Representative as security for the Second Priority Debt Obligations.

No New Liens. (a) After the incurrence Subject to Section 11.04 of the Working Capital Facility Obligations Second Lien Notes Indenture and until the corresponding provision of any Second-Priority Document relating to Future Second Lien Indebtedness, so long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the extent that first-priority Lien in respect of the foregoing provisions Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of this an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 2.5(a) are not complied with for 11.04 of the Second Lien Notes Indenture and the corresponding provision of any reasonSecond-Priority Document relating to Future Second Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any amounts received by Lien on any assets of the Company or distributed any other Grantor securing any Second-Priority Claims that are not also subject to the Existing Notes Collateral Lien in favor of each other Second-Priority Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral such Second-Priority Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral shall notify any other Second-Priority Agent and/or the Pari Passu Lenders, or any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1promptly upon becoming aware thereof.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Complete Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, (i) no Grantor shall be required to xxxxx x Xxxx on any Excluded Assets and (ii) the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence Subject to Section 11.03 of the Working Capital Facility Obligations New 1.5 Lien Notes Indenture and until the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the extent that first-priority Lien in respect of the foregoing provisions Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of this an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 2.5(a) are not complied with for 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any reasonSecond-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any amounts received by Lien on any assets of the Company or distributed any other Grantor securing any Second-Priority Claims that are not also subject to the Existing Notes Collateral Lien in favor of the other Second-Priority Agent, such Second-Priority Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral shall notify any other Second-Priority 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1promptly upon becoming aware thereof.

No New Liens. (a) After the incurrence Subject to Section 11.03 of the Working Capital Facility Obligations Second Secured Notes Indenture and until the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the extent that first-priority Lien in respect of the foregoing provisions Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of this an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 2.5(a) are not complied with for 11.03 of the Second Secured Notes Indenture and the corresponding provision of any reasonSecond-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any amounts received by Lien on any assets of the Company or distributed any other Grantor securing any Second-Priority Claims that are not also subject to the Existing Notes Collateral Lien in favor of the other Second-Priority Agent, such Second-Priority Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral shall notify any other Second-Priority 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1promptly upon becoming aware thereof.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsABL Claims has not occurred, (i) the Existing Notes Collateral each Term Loan Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Term Loan Borrower, any ABL Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand not, except as otherwise provided herein, acquire or receive hold any Lien upon on 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 Notes Collateral Agent and the Noteholders; (ii) the Interim Notes Collateral Agent agreesTerm Loan Borrower, for itself and on behalf of each Interim Notes Noteholder, that the Interim Notes Collateral Agent and each Interim Notes Noteholder shall not demand any other ABL Borrower or receive any Lien upon other Grantor securing 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 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 Pari Passu Lenders; and (iv) the parties hereto agree Term Loan Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the ABL Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and the ABL Agent states in writing that the foregoing provisions ABL Loan Documents in respect thereof prohibit the ABL Agent from accepting a Lien on such asset or property or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of this Section 2.5(a) are a Grantor that is not complied with also subject to the Liens in respect of the ABL Claims under the ABL Loan Documents (other than an ABL Declined Lien), then the applicable Term Loan Agent shall, to the extent permissible under applicable law, without the need for any reason, after the date hereof, further consent of any amounts received by or distributed party and notwithstanding anything to the Existing Notes Collateral contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the ABL Agent and/or as security for 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 Liens granted in contravention of this Section 2.5(a) shall be ABL Claims (subject to Section 4.1the Lien priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designees) as security for the ABL Claims.

No New Liens. So long as the Discharge of Senior Indebtedness has not occurred, (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility ObligationsTerm Administrative Agent, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe Term Claimholders, hereby agrees that neither the Existing Notes Collateral Term Administrative Agent and each Existing Notes Noteholder shall not demand nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Second Lien upon any assets or properties of any Obligor Obligation unless the Working Capital Facility Collateral Agent Borrower or such Guarantor has been granted a senior Lien on such assets asset or properties which is senior property to secure the Senior Indebtedness, and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (iib) the Interim Notes Collateral Agent agreesSenior Indebtedness Representative, for itself and on behalf of each Interim Notes Noteholderthe Senior Revolving Claimholders, hereby agrees that neither the Interim Notes Collateral Agent and each Interim Notes Noteholder shall not demand Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Lien upon Guarantor any assets additional Liens on any asset or properties of property to secure any Obligor Senior Indebtedness unless the Working Capital Facility Collateral Agent Borrower or such Guarantor has been granted a junior Lien on such assets asset or properties which is senior and prior property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the Liens thereon provisions of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agrees, for itself Section 2.1 and on behalf of 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to Section 3.1. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofSenior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that 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 Liens granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, the Second Lien Collateral Agent shall not acquire or hold any Lien on any assets of the Borrower or any other Grantor (and neither the Borrower nor any Grantor shall grant such Lien) securing any Second Lien Obligations that are not also subject to a First Priority Lien in respect of the First Lien Obligations under the First Lien Documents, and (ii) except as otherwise set forth herein or in the First Lien Documents or the Second Lien Documents, none of the Grantors shall grant or permit any Liens on any asset or property of any Grantor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Lien Obligations. If any Second Lien Collateral Agent or any Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of the Borrower or any other Grantor securing any Second Lien Obligations that are not also subject to the First Priority Lien in respect of the First Lien Obligations under the First Lien Documents, then the Second Lien Collateral Agent or such Second Lien Secured Party shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, (i) notify the First Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the First Lien Collateral Agent as security for the First Lien Obligations, shall assign such Lien to the First Lien Collateral Agent as security for all First Lien Obligations for the benefit of the First Lien 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 First Lien Collateral Agent, shall be deemed to also hold and have held such Lien for the benefit of the First Lien Collateral Agent and the other First Lien Secured Parties as security for the First Lien Obligations. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofFirst Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that 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 Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2.

No New Liens. (a) After Until the incurrence of the Working Capital Facility Obligations and until date upon which the Discharge of Working Capital Facility ObligationsABL Obligations shall have occurred, (i) the Existing parties hereto agree that no Notes Secured Party shall acquire or hold any Lien on any accounts receivable or inventory of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds of inventory or accounts receivable are held or deposited, in each case of the type that would constitute Intercreditor Collateral as described in the definition thereof, whether in the form of accounts receivable, inventory or otherwise, securing any Notes Obligation, if such accounts receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent agreesunder the ABL Documents (and subject to the Lien Priorities contemplated herein). If any Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts receivable, for itself and on behalf inventory or proceeds securing any Notes Obligation, which accounts receivable, inventory or proceeds are not also subject to the Lien of each Existing Notes Noteholder, that the Existing Notes ABL Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Lien upon any assets or properties of any Obligor unless under the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior and prior ABL Documents, subject to the Liens thereon of Lien Priority set forth herein, then the Notes Collateral Agent (or the applicable Notes Secured Party) shall, without the need for any further consent of any other Notes Secured Party and notwithstanding anything to the Noteholders; (ii) contrary in any other Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the Interim Notes benefit of the ABL Collateral Agent agrees, as security for itself the ABL Obligations (subject to the Lien Priority and on behalf of each Interim Notes Noteholder, that other terms hereof) and shall use its best efforts to promptly notify the Interim Notes ABL 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 assets or properties which is senior and prior to the Liens thereon in writing of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agrees, for itself and on behalf existence of 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Lien.

No New Liens. (a) After Until the incurrence of the Working Capital Facility Obligations and until date upon which the Discharge of Working Capital Facility ObligationsABL Obligations shall have occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree thatthat no Subordinated Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any Subordinated Lien Obligation, if such accounts and proceeds are not also subject to the extent that Lien of the foregoing provisions of this Section 2.5(aABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any Subordinated Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any Subordinated Lien Obligation, which accounts and proceeds are not complied with also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the applicable Subordinated Lien Collateral Agent (or the applicable Subordinated Lien Secured Party) shall, without the need for any reason, after the date hereof, further consent of any amounts received by or distributed other Subordinated Lien Secured Party and notwithstanding anything to the Existing Notes contrary in any other Subordinated Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent and/or as security for the Existing Notes Noteholders, ABL Obligations (subject to the Interim Notes Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent and/or in writing of the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, or any existence of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1such Lien.

No New Liens. The parties hereto agree that, so long as the Discharge of First-Lien Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility Obligations Grantors shall grant or permit any additional Liens on any asset or property of 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 until the Discharge of Working Capital Facility Obligations, (ib) the Existing Notes each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Junior-Lien Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Existing Notes Company or any other Grantor securing any Junior-Lien Obligations that are not also subject to the first-priority Lien in respect of the First-Lien Obligations under the First-Lien Debt Documents (other than with respect to Additional First-Lien Debt Obligations that, by their terms, are not intended to be secured by all of the First-Lien Collateral and, in particular, are not intended to be secured by such assets). If any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party shall (nonetheless and each Existing Notes Noteholder shall not demand in breach hereof) acquire or receive hold any Lien upon on any assets Collateral that is not also subject to the first-priority Lien in respect of the First-Lien Obligations under the First-Lien Debt Documents, then such Junior-Lien Authorized Representative, Junior-Lien Collateral Agent or properties Junior-Lien Secured Party shall, without the need for any further consent of any Obligor unless party and notwithstanding anything to the Working Capital Facility contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the First-Lien Collateral Agent has been granted Agents as security for the applicable First-Lien Obligations (subject to the lien priority and other terms hereof) and shall promptly notify the First-Lien Collateral Agents in writing of the existence of such Lien and in any event take such actions as may be requested by the First-Lien Collateral Agents to assign or release such Liens to the First-Lien Collateral Agents (and/or its designees) as security for the applicable First-Lien Obligations (but may retain a Junior-Lien on such assets or properties which is senior and prior property subject to the Liens thereon terms hereof) and until such release or assignment, shall be deemed to hold and have held such Lien for the benefit of the Notes First-Lien Collateral Agent and Agents as security for the Noteholders; (ii) 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 First-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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to Obligations. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst-Lien Secured Parties, the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents and the other Junior-Lien Secured Parties agree that 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 Liens granted in contravention of this Section 2.5(a) 2.4 shall be subject to Section 4.14.2.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, none of the Grantors shall (a) After 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 incurrence 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 Working Capital Facility 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 and until that are not also subject to the Discharge of Working Capital Facility Obligationsfirst-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Existing Notes Collateral Agent agreesDesignated Senior Representative promptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior and prior property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Liens thereon Designated Senior Representative as security for all Senior Obligations for the benefit of the Notes Collateral Agent and the Noteholders; Senior Secured Parties (ii) 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 but may retain a Lien junior lien on such assets or properties which is senior and prior property subject to the Liens thereon 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 Interim Notes Collateral Agent; (iii) Grantors, if any Second Priority Debt Party shall acquire or hold any Lien on any assets of any Grantor securing any Second Priority Debt Obligation which assets are not also subject to the Pari Passu Collateral Agent agreesfirst priority Lien of the Senior Secured Parties under the Senior Debt Documents, for itself then, without limiting any other rights and remedies available to the Senior Representative or the other Senior Secured Parties, the Second Priority Representative, on behalf of 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 itself and the Pari Passu Lenders; and (iv) the parties hereto agree thatSecond Priority Debt Parties, to the extent agrees 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until Until the Discharge of Working Capital Facility Senior Priority Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on any asset or property to secure any Junior Priority Obligation unless a Lien on such asset or property also secures the Senior Priority Obligations. If the Junior Priority Collateral Agent or any Junior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Obligations that are not also subject to the senior-priority Liens securing Senior Priority Obligations under the Senior Priority Collateral Documents, such Junior Priority Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Junior Priority Claimholder (i) the Existing Notes shall notify each Senior Priority Collateral Agent agreespromptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior and prior property to the Liens thereon Senior Priority Collateral Agents as security for the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Notes Senior Priority Collateral Agent and Agents as security for the Noteholders; Senior Priority Obligations (ii) 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 but 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 retain a Lien junior lien on such assets or properties which is senior and prior property subject to the Liens thereon terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Senior Priority Collateral Agents, shall be deemed to hold and have held such Lien for the benefit of the Interim Notes Senior Priority Collateral Agent; (iii) Agents as security for the Pari Passu Senior Priority Obligations. The Junior Priority Collateral Agent agreesshall have no liability in connection with thethis Section 2.3(a) except as a result of its gross negligence or wilfulwillful misconduct. (b) To the extent any additional Liens are granted on any asset or property as described above, for itself and on behalf the priority of each Pari Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender such additional Liens 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 Pari Passu Lenders; and (iv) the parties hereto agree thatbe 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 foregoing provisions Senior Priority Obligations, without limiting any other rights and remedies available hereunder, the Junior Priority Collateral Agent, on behalf of this Section 2.5(a) are not complied with for any reason, after the date hereof, Junior Priority Claimholders agrees that 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 it pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2. (c) Notwithstanding anything to the contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any Revolving Credit Obligations if for any reason the Revolving Credit Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Xxxxx 000, Xxxxxxxxxxxx, XX 00000. 2.4.

No New Liens. (a) After It is the incurrence anticipation of the Working Capital Facility Obligations and parties that, until the date upon which the Discharge of Working Capital Facility ObligationsSenior Lien Obligations shall have occurred, no Junior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Junior Lien Obligation which assets are not also subject to the Lien of the Senior Lien Agent under the Senior Lien Documents. If any Junior Lien Secured Party shall (inonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Junior Lien Obligation which assets are not also subject to the Existing Notes Collateral Lien of the Senior Lien Agent agreesunder the Senior Lien Documents, then the Junior Lien Agent (or the relevant Junior Lien Secured Party) shall, without the need for itself any further consent of any other Junior Lien Secured Party, the Borrower, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Junior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Senior Lien Agent as security for the Senior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Senior Lien Agent in writing of the existence of such Lien upon becoming aware thereof. Without limiting any other right or remedy available to the Senior Lien Agent or the Senior Lien Secured Parties, the Junior Lien Agent, on behalf of each Existing Notes Noteholderthe Junior Lien Secured Parties, agrees that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to the turnover provisions in Section 4.13.6. It is the anticipation of the parties that, until the date upon which the Discharge of Senior Lien Obligations shall have occurred, no Senior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Senior 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 Senior Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Senior 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)), then the Senior Lien Agent (or the relevant Senior Lien Secured Party) shall, without the need for any further consent of any other Senior Lien Secured Party, the Borrower, any Senior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Senior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Junior Lien Agent as security for the Junior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Junior Lien Agent in writing of the existence of such Lien upon becoming aware thereof.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless it has also granted, or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Junior Priority Representative or any Junior Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations and until that are not also subject to the Discharge of Working Capital Facility ObligationsLiens securing all Senior Obligations under the Senior Priority Collateral Documents, such Junior Priority Representative or Junior Priority Secured Party (i) shall notify the Existing Notes Collateral Agent Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations (subject to the relative Lien priorities set forth herein); provided that this provision will not be violated with respect to any particular series of Additional Senior Priority Debt Obligations if the applicable trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior Priority Debt Facility in the applicable Joinder Agreement is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrowers or such trustee or agent states in writing that the Senior Priority Debt Documents in respect thereof prohibit such trustee or agent from accepting a Lien on such asset or property or such trustee or agent otherwise expressly declines to accept a Lien on such asset or property. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Priority Representative or any other Senior Priority Secured Party, each Junior Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Junior Priority Secured Parties for which it has been named the Representative, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Junior Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.04 shall be subject to Section 4.14.01 and Section 4.02.

No New Liens. (a) After Subject to the incurrence of terms hereof, the Working Capital Facility Obligations and until parties hereto agree that, so long as the Discharge of Working Capital Facility First Lien Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, (1) grant any additional Liens on any asset or property of any Grantor to secure any Junior Lien Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First Lien Obligations, or (2) grant any additional Liens on any asset or property of any Grantor to secure any First Lien Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Lien Obligations; and (b) if any Junior Lien Debt Representative or any other Junior Lien Secured Party shall hold any Lien on any assets or property of any Grantor securing any Junior Lien Obligations that are not also subject to the first priority Liens securing all First Lien Obligations under the First Lien Security Documents, such Junior Lien Debt Representative or other Junior Lien Secured Party (i) shall notify the Existing Notes Collateral Agent Trustee promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Debt Representative as security for the First Lien Obligations, shall assign such Lien to the Collateral Trustee as security for all First Lien Obligations for the benefit of the First Lien 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 First Lien Debt Representative, shall be deemed to hold and have held such Lien for the benefit of each First Lien Debt Representative and the other First Lien Secured Parties as security for the First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Debt Representative or any other First Lien Secured Party, each Junior Lien Debt Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Junior Lien Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Junior Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.14 shall be subject to Section 4.13.04.

No New Liens. (a) After It is the incurrence anticipation of the Working Capital Facility Obligations and parties that, until the date upon which the Discharge of Working Capital Facility ObligationsSenior Lien Obligations shall have occurred, no Junior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Junior Lien Obligation which assets are not also subject to the Lien of the Senior Lien Agents under the Senior Lien Documents. If any Junior Lien Agent or other Junior Lien Secured Party shall (inonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Junior Lien Obligation which assets are not also subject to the Existing Notes Collateral Lien of the Senior Lien Agents under the Senior Lien Documents, then such Junior Lien Agent agrees(or the relevant Junior Lien Secured Party) shall, without the need for itself any further consent of any other Junior Lien Secured Party, the Borrowers, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Junior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Senior Lien Agents as security for the Senior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Designated Senior Lien Agent in writing of the existence of such Lien upon becoming aware thereof. Without limiting any other right or remedy available to the Senior Lien Agents or the Senior Lien Secured Parties, each Junior Lien Agent, on behalf of each Existing Notes Noteholderthe Junior Lien Secured Parties represented by it, agrees that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to the turnover provisions in Section 4.13.6. It is the anticipation of the parties that, until the date upon which the Discharge of Senior Lien Obligations shall have occurred, no Senior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Senior Lien Obligation which assets are not also subject to the Lien of the Junior Lien Agents under the Junior Lien Documents (other than as set forth in Section 2.1(d)). If any Senior Lien Agent or other Senior Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Senior Lien Obligation which assets are not also subject to the Lien of the Junior Lien Agents under the Junior Lien Documents (other than as set forth in Section 2.1(d)), then such Senior Lien Agent (or the relevant Senior Lien Secured Party) shall, without the need for any further consent of any other Senior Lien Secured Party, the Borrowers, any Senior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Senior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Junior Lien Agents as security for the Junior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Designated Junior Lien Agent in writing of the existence of such Lien upon becoming aware thereof.

No New Liens. (a) After Subject to the incurrence of terms hereof, the Working Capital Facility Obligations and until parties hereto agree that, so long as the Discharge of Working Capital Facility ObligationsSecond Priority Debt Obligations has not occurred, (i) none of the Existing Notes Collateral Agent 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 Debt Obligations (unless each Second Priority Representative has declined such grant in writing on behalf of the applicable Second Priority Debt Parties); and (ii) if any Senior Priority Representative or any Senior Secured Party shall hold any Lien on any assets or property of any Grantor securing any Senior Obligations that are not also subject to second-priority Liens securing all Second Priority Debt Obligations under the 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 Representative, shall be deemed to also hold and have held such Lien for the benefit of each Second Priority Representative and the other Second Priority Debt Parties as security for the Second Priority Debt Obligations, subject to the Lien priorities set forth in this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Second Priority Representative or any other Second Priority Debt Party, each Senior Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Senior Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Senior Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.04 shall be subject to Section 4.14.01 and Section 4.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent each Second Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets of the Borrower or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted other Grantor securing any Second Priority Claims that are not also subject to a Lien on such assets or properties which is senior and prior to the Liens thereon in respect of the Notes Collateral Agent Senior Lender Claims under the Senior Lender Documents and the Noteholders; (ii) the Interim Notes Collateral Agent each Senior Representative agrees, for itself and on behalf of each Interim Notes Noteholderapplicable Senior Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that the Interim Notes Collateral Agent and each Interim Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets of the Borrower or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted other Grantor securing any Senior Lender Claims that are not also subject to a Lien on in respect of the Second Priority Claims under the Second Priority Documents, in each case with such assets or properties which is senior and prior Lien to be subject 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to the extent that the foregoing provisions of this Section 2.5(aAgreement. If a Second Priority Representative or any Second Priority Secured Party shall (nonetheless and in breach hereof) are acquire or hold any Lien on any collateral that is not complied with also subject to a Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Representative shall, without the need for any reason, after the date hereof, further consent of any amounts received by or distributed party and notwithstanding anything to the Existing Notes Collateral Agent contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Senior Representatives as security for the Senior Lender Claims (subject to the Lien priority and other terms hereof) and shall promptly notify the Senior Representatives in writing of the existence of such Lien and in any event take such actions as may be requested by the Senior Representatives to ensure that such Liens are also granted to the Senior Representatives (and/or their designees) as security for 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, applicable Senior Lender Claims. If a Senior Representative or any of them pursuant to Senior Secured Party shall (nonetheless and in breach hereof) acquire or as a result of Liens granted in contravention of this Section 2.5(a) shall be hold any Lien on any collateral that is not also subject to Section 4.1a Lien in respect of the Second Priority Claims under the Second Priority Documents, then such Senior Representative shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Second Priority Representatives as security for the Second Priority Claims (subject to the Lien priority and other terms hereof) and shall promptly notify the Second Priority Representatives in writing of the existence of such Lien and in any event take such actions as may be requested by the Second Lien Agents to ensure that such Liens are also granted to the Second Lien Agents (and/or their designees) as security for the Second Priority Claims.

No New Liens. (a) After Until the incurrence of the Working Capital Facility Obligations and until date upon which the Discharge of Working Capital Facility ObligationsABL Obligations shall have occurred, the parties hereto agree that no Junior Priority Debt Party shall acquire or hold any Lien on any Intercreditor Collateral, securing any Junior Priority Debt Obligation, if such Intercreditor Collateral is not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any Junior Priority Debt Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such Intercreditor Collateral securing any Junior Priority Debt Obligation, which Intercreditor Collateral is not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the applicable Junior Priority Representative (or the applicable Junior Priority Debt Party) (i) shall notify the Existing Notes 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 Debt Party and notwithstanding anything to the contrary in any other Junior Priority Debt Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof). To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the ABL Collateral Agent or any other ABL Secured Party, each Junior Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Junior Priority Debt Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Junior Priority Debt Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.5 shall be subject to Section 4.1.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until The parties hereto agree that, so long as the Discharge of Working Capital Facility Senior Obligations has not occurred, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations. If any Junior Representative or any Junior Priority Debt Party shall hold or acquire any Lien on any assets or property of the Company or any Subsidiary 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) shall notify the Existing Notes Collateral Agent agreesSenior Representative promptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior and prior property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Liens thereon Senior Representative as security for all Senior Obligations for the benefit of the Notes Collateral Agent and the Noteholders; Senior Secured Parties (ii) 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 but may retain a Lien junior lien on such assets or properties which is senior and prior property subject to the Liens thereon 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 Interim Notes Collateral Agent; (iii) Grantors, if any Junior Priority Debt Party shall acquire or hold any Lien on any assets of any Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the Pari Passu Collateral Agent agreesfirst priority Lien of the Senior Secured Parties under the Senior Debt Documents, for itself then, without limiting any other rights and remedies available to the Senior Representative or the other Senior Secured Parties, the Junior Representative, on behalf of 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 itself and the Pari Passu Lenders; and (iv) the parties hereto agree thatJunior Priority Debt Parties, to the extent agrees 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility ObligationsSubject to Section 2.6 hereof, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance reasonably satisfactory to the Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance reasonably satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. 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 any of the Obligors, the parties hereto agree that if any Second Lien Claimholder shall acquire or hold any Lien on any assets of any Obligor securing any Second Lien Obligation which assets are not also subject to the first priority Lien of the First Lien Claimholders under the First Lien Collateral Documents, then, without limiting any other rights and remedies available to any First Lien Collateral Agent and/or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, and each other Second Lien Claimholder (by its acceptance of the benefits of the Second Lien Financing Documents), shall (i) notify the Directing First Lien Collateral Agent promptly upon becoming aware thereof and, unless such Obligor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral Agent as security for the First Lien Obligations, shall assign such Lien to the Directing First Lien Collateral Agent as security for all First Lien Obligations for the benefit of the First Lien Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment of such Lien to the Directing First Lien Collateral Agent or such grant of a similar Lien to each First Lien Collateral Agent, shall be deemed to also hold and have held such Lien for the benefit of each First Lien Collateral Agent and the other First Lien Secured Parties as security for the applicable First Lien Obligations. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofFirst Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that 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 Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, so long as the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Junior Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor in favor of the Priority Lien Agent to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Junior Lien Representative from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation (other than Liens on Cash Collateral to the extent the aggregate Priority Lien Obligations secured by such Cash Collateral does not exceed the Priority Lien Cap), or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor in favor of the Junior Lien Representative to secure the Junior Lien Obligations (or, in respect of any Cash Collateral, to secure the Priority Lien Obligations) and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Junior Lien Representative to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent or the other Priority Lien Secured Parties, the Junior Lien Representative, for itself and on behalf of the other Junior Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Junior Lien Secured Party, 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 Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Claims has not occurred, (i) the Existing Notes Collateral each Second Priority Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Second Priority Secured Party, whether or not any Insolvency Proceeding has been commenced by or against any Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted Borrower or any other Grantor securing any Second Priority Claims that are not also subject to a Lien on such assets or properties which is senior and prior to the Liens thereon in respect of the Notes Collateral Agent Senior Claims under the Senior Documents and the Noteholders; (ii) the Interim Notes Collateral each Senior Agent agrees, for itself and on behalf of each Interim Notes Noteholderapplicable Senior Secured Party, whether or not any Insolvency Proceeding has been commenced by or against any Borrower or any other Grantor, that the Interim Notes Collateral Agent and each Interim Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets or properties of any Obligor unless Borrower or any other Grantor securing any Senior Claims that are not also subject to a Lien in respect of the Working Capital Facility Collateral Second Priority Claims under the Second Priority Documents, in each case with such Lien to be subject to the provisions of this Agreement. If a Second Priority Agent has been or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to a Lien in respect of the Senior Claims under the Senior Documents, without limiting any other right or remedy available to any Senior Agent or any other Senior Secured Party, then the applicable Grantors shall be deemed to have granted a Lien on such assets asset to secure the Senior Claims, and such Second Priority Agent (on its behalf 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 Lendersuch Second Priority Secured Party) shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Senior Agents as security for the Senior Claims (subject to the Lien priority and other terms hereof) and shall promptly notify the Senior Agents in writing of the existence of such Lien and in any event take such actions as may be requested by the Senior Agents to ensure that such Liens are also granted to the Pari Passu Collateral Senior Agents (and/or their designees) as security for the applicable Senior Claims. If a Senior Agent or any Senior Secured Party shall (nonetheless and each Pari Passu Lender shall not demand in breach hereof) acquire or receive hold any Lien upon on any assets collateral that is not also subject to a Lien in respect of the Second Priority Claims under the Second Priority Documents, without limiting any other right or properties of remedy available to any Obligor unless Second Priority Agent or any other Second Priority Secured Party, then the Working Capital Facility Collateral Agent has been applicable Grantors shall be deemed to have granted a Lien on such assets asset to secure the Second Priority Claims, and such Senior Agent (on its behalf or properties which is senior on behalf of such Senior Secured Party) shall, without the need for any further consent of any party and prior notwithstanding anything to the Liens thereon contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Pari Passu Collateral Agent and Second Priority Agents as security for the Pari Passu Lenders; and Second Priority Claims (iv) the parties hereto agree that, subject to the extent Lien priority and other terms hereof) and shall promptly notify the Second Priority Agents in writing of the existence of such Lien and in any event take such actions as may be requested by the Second Lien Agents to ensure that such Liens are also granted to the foregoing provisions of this Section 2.5(aSecond Lien Agents (and/or their designees) are not complied with as security for any reason, after the date hereof, any Second Priority Claims. Any amounts received by or distributed to on account of the Existing Notes Collateral Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders Senior Claims or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, or any of them pursuant to or Second Priority Claims as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) except with respect to Excluded Assets, grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After Subject to the incurrence of terms hereof, the Working Capital Facility Obligations and until parties hereto agree that, so long as the Discharge of Working Capital Facility ObligationsSenior Obligations has not occurred, (i) none of the Existing Notes Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations (unless each Senior Representative has declined such grant on behalf of the applicable Senior Secured Parties); and (ii) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to first-priority Liens securing all Senior Obligations under the Senior Collateral Agent 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, unless each Senior Representative has declined such grant in writing on behalf of the applicable Senior Secured Parties, 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 each Senior Representative as security for the Senior Obligations under its Senior Facility for the benefit of the applicable 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 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, subject to the Lien priorities set forth in this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Priority Debt Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Priority Debt Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.04 shall be subject to Section 4.14.01 and Section 4.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Creditor Claims has not occurred and subject to Section 6, (i) the Existing Notes Collateral each Second Priority Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets of the Borrower or properties any other Grantor securing any Second Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Creditor Claims under the Senior Creditor Documents; provided that the foregoing shall not apply to any Regulation S-X Excluded Collateral (as defined in the Senior Collateral Agreement as in effect on the date hereof) to the extent any Series of Senior Creditor Claims is not given a Lien thereon pursuant to the applicable Senior Creditor Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral (other than any Regulation S-X Excluded Collateral) that is not also subject to the first-priority Lien in respect of the Senior Creditor Claims under the Senior Creditor Documents, then such Second Priority Agent shall, without the need for any further consent of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior party and prior notwithstanding anything to the Liens thereon contrary in any other document, be deemed to also hold and have held such lien for the benefit of the Notes Collateral First Lien Agents as security for the Senior Creditor Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien and in any event take such actions as may be requested by any First Lien Agent to assign such Liens to the Noteholders; First Lien Agents (iiand/or their designees) as security for the Interim Notes Collateral applicable Senior Creditor Claims or release such Liens. 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 Creditor, each Second Priority Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other Second Priority Secured Parties, 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 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 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 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 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 Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.1 and Section 4.2. This Section 2.3 shall not be violated with respect to any Senior Creditor Claims if the applicable First Lien Agent is given a reasonable opportunity to accept a Lien on any asset or property and either a Grantor or the applicable First Lien Agent states in writing that the applicable Senior Creditor Documents prohibit such First Lien Agent from accepting a Lien on such asset or property, or such First Lien Agent otherwise expressly declines to accept a Lien on such asset or property.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred and subject to Section 6, (i) the Existing Notes Collateral each Second Priority Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets of the Borrower or properties any other Grantor securing any Second Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents; provided that the foregoing shall not apply to any Regulation S-X Excluded Collateral (as defined in the Senior Collateral Agreement as in effect on the date hereof) to the extent any Series of Senior Lender Claims is not given a Lien thereon pursuant to the applicable Senior Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral (other than any Regulation S-X Excluded Collateral) that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, then such Second Priority Agent shall, without the need for any further consent of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior party and prior notwithstanding anything to the Liens thereon contrary in any other document, be deemed to also hold and have held such lien for the benefit of the Notes Collateral First Lien Agents as security for the Senior Lender Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien and in any event take such actions as may be requested by any First Lien Agent to assign such Liens to the Noteholders; First Lien Agents (iiand/or their designees) as security for the Interim Notes Collateral applicable Senior Lender Claims or release such Liens. 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 Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other Second Priority Secured Parties, 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 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 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 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 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 Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.1 and Section 4.2. This Section 2.3 shall not be violated with respect to any Senior Lender Claims if the applicable First Lien Agent is given a reasonable opportunity to accept a Lien on any asset or property and either a Grantor or the applicable First Lien Agent states in writing that the applicable Senior Lender Documents prohibit such First Lien Agent from accepting a Lien on such asset or property, or such First Lien Agent otherwise expressly declines to accept a Lien on such asset or property.

No New Liens. The parties hereto agree that, so long as the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its Subsidiaries to, (a) After grant or permit any additional Liens on any asset or property of any Grantor to secure any Parity Junior Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of any Grantor to secure the incurrence Priority Lien Obligations or (b) subject to Section 10.01(b) of the Working Capital Facility Indenture, grant or permit any additional Liens on any asset or property to secure any Priority Lien Obligations and until unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Discharge of Working Capital Facility Parity Junior Lien Obligations, with each such Lien to be subject to the provisions of this Agreement; provided, that the Parity Junior Lien Collateral Agent agrees (on behalf of itself and the holders of Parity Junior Lien Obligations) that no holder of Parity Junior Lien Obligations shall obtain, permit or suffer to exist any Lien on any assets or property of any Grantor not subject to a Lien in favor of the Priority Lien Collateral Agent or any other Priority Lien Secured Party unless (i) the Existing Notes Priority Lien Collateral Agent, for the benefit of itself and the Priority Lien Secured Parties, also obtains a Lien on such assets or property or (ii) the Priority Lien Collateral Agent declines in a writing to the Parity Junior Lien Collateral Agent to obtain a Lien on such assets; and provided, further, that in the event that the Parity Junior Lien Collateral Agent or any holder of Parity Junior Lien Obligations obtains such a Lien on any assets or property of Holdings or any other Grantor in contravention of this Section 2.4 that do not also secure the Priority Lien Obligations, the Parity Junior Lien Collateral Agent will immediately notify the Priority Lien Collateral Agent in writing of such Lien and shall either (i) release such Lien or (ii) assign such Lien to the Priority Lien Collateral Agent for the benefit of the Priority Lien Secured Parties as security for the Priority Lien Obligations (unless Holdings or the applicable Grantor, as applicable, shall promptly grant a similar Lien on such assets or property to the Priority Lien Collateral Agent for the benefit of the Priority Lien Secured Parties and such Lien shall be prior to the Lien of the Parity Junior Lien Collateral Agent on such assets or property as a result of this Agreement or otherwise). To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Collateral Agent or the other Priority Lien Secured Parties, the Parity Junior Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe holders of Parity Junior Lien Obligations, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 or distributed to the Existing Notes Parity Junior Lien 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 holder of them Parity Junior Lien Obligations pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.12.11.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility 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; and (b) if any Second Priority Representative or any Second Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations and until that are not also subject to the Discharge of Working Capital Facility ObligationsLiens securing all Senior Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Secured Party (i) shall notify the Existing Notes Collateral Agent Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Xxxx to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations; provided that this provision will not be violated with respect to any particular series of Additional Senior Priority Debt Obligations if the applicable trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior Priority Debt Facility in the applicable Joinder Agreement is given a reasonable opportunity to accept a Lien on any asset or property and either the Lead Borrower or such trustee or agent states in writing that the Senior Priority Debt Documents in respect thereof prohibit such trustee or agent from accepting a Lien on such asset or property or such trustee or agent otherwise expressly declines to accept a Lien on such asset or property. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Priority Representative or any other Senior Priority Secured Party, each Second Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Priority Secured Parties for which it has been named the Representative, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.04 shall be subject to Section 4.14.01 and Section 4.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 such Grantor or subsidiary to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until Until the Discharge of Working Capital Facility Priming Senior Priority Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on any asset or property to secure any Junior Priority Obligation unless a Lien on such asset or property also secures the Senior Priority Obligations, and no Liens on any asset or property to secure any Senior Priority Obligation unless a Lien on such asset or property also secures the Junior Priority Obligations. If the Junior Priority Collateral Agent or any Junior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Obligations that are not also subject to the Liens securing Senior Priority Obligations under the Senior Priority Collateral Documents, such Junior Priority Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Junior Priority Claimholder (i) shall notify the Existing Notes Senior Priority Collateral Agent agreespromptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior property to the Senior Priority Collateral Agent as security for the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Senior Priority Collateral Agent as security for the Senior Priority Obligations (but shall retain a lien in accordance with the relative priorities set forth in Section 2.1 on such assets or property subject to the terms hereof) and prior (ii) until such assignment or such grant of a similar Lien to the Senior Priority Collateral Agent, shall be deemed to hold and have held such Lien for the benefit of the Senior Priority Collateral Agent as security for the Senior Priority Obligations. If the Senior Priority Collateral Agent or any Senior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Senior Priority Obligations that are not also subject to the Liens thereon securing Junior Priority Obligations under the Junior Priority Collateral Documents, such Senior Priority Collateral Agent if a responsible officer of the Notes Collateral Agent and the Noteholders; (ii) 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 Senior Priority Collateral Agent has been granted actual knowledge thereof or Senior Priority Claimholder shall notify the Junior Priority Collateral Agent promptly upon becoming aware thereof and, unless and until such Grantor shall promptly grant a similar Lien on such assets or properties which is senior and prior property to the Liens thereon Junior Priority Collateral Agent as security for the Junior Priority Obligations, shall, at the expense of such Grantor, be deemed to hold and have held such Lien for the benefit of the Interim Notes Collateral Agent; (iii) the Pari Passu Junior Priority Collateral Agent agrees, as security for itself and on behalf of each Pari Passu Lender, that the Pari Passu Junior Priority Obligations. Neither the Junior Priority Collateral Agent and each Pari Passu Lender shall not demand or receive any Lien upon any assets or properties of any Obligor unless nor the Working Capital Facility Senior Priority 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 shall have any liability in connection with this Section 2.5(a2.3(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 except as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1its gross negligence or willful misconduct.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agreesSecond Priority Representative, for itself and on behalf of each Existing Notes Noteholderthe Second Priority Lenders, acknowledges and agrees that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent First Priority Representative has been granted senior Liens upon all of the Common Collateral in which Second Priority Representative has been granted Liens, and Second Priority Representative hereby consents thereto. If (i) any Credit Party grants in favor of Second Priority Representative or any other Second Priority Secured Party a Lien on any asset of such Credit Party not constituting Common Collateral as of the date hereof (or subsequent thereto as a post-closing item set forth in the Existing Second Priority Agreement as in effect as of the date hereof) or (ii) Second Priority Representative or any other Second Priority Secured Party otherwise obtains a non-consensual lien (including a judgment lien, writ of attachment or writ of execution) on any asset of any Credit Party not constituting Common Collateral as of the date hereof, Second Priority Representative agrees that it shall give First Priority Representative prompt written notice thereof (and in no event later than five (5) Business Days after the date Second Priority Representative has actual knowledge of such grant), containing a detailed description of such asset (it being understood and agreed that the failure by Second Priority Representative to give such notice to First Priority Representative shall not affect the validity, perfection or enforceability of such Lien, and that any amounts distributable to or received by or distributed to any of the Second Priority Secured Parties pursuant to or as a result of such Liens shall in any event be subject to Section 4.1), and Second Priority Representative acknowledges that if First Priority Representative obtains a Lien on such assets or properties which is senior and asset, whether prior to or after the Liens thereon time that Second Priority Representative obtains a Lien on such asset, then the priority of such Lien will be subject to the Notes Collateral Agent terms and the Noteholders; (ii) the Interim Notes Collateral Agent agreesprovisions of this Agreement. First Priority Representative, for itself and on behalf of each Interim Notes Noteholderthe First Priority Lenders, acknowledges and agrees 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 Second Priority Representative has been granted Liens upon all of the Common Collateral in which First Priority Representative has been granted Liens and First Priority Representative hereby consents thereto. If (i) any Credit Party grants in favor of First Priority Representative or any other First Priority Secured Party a Lien on any asset of such Credit Party not constituting Common Collateral on the date hereof (or subsequent thereto as a post-closing item set forth in the Existing Second Priority Agreement as in effect as of the date hereof) or (ii) First Priority Representative or any other First Priority Secured Party otherwise obtains a non-consensual lien (including a judgment lien, writ of attachment or writ of execution) on any asset of any Credit Party not constituting Common Collateral on the date hereof, First Priority Representative agrees that it shall give Second Priority Representative prompt written notice thereof (and in no event later than five (5) Business Days after the date First Priority Representative has actual knowledge of such grant), containing a detailed description of such asset (it being understood and agreed that the failure by First Priority Representative to give such notice to Second Priority Representative shall not affect the validity, perfection or enforceability of such Lien), and First Priority Representative acknowledges that if Second Priority Representative obtains a Lien on such assets or properties which is senior and asset, whether prior to or after 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, time 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 First Priority Representative obtains a Lien on such assets or properties which is senior and prior asset, then the priority of such Lien will be subject to the Liens thereon of the Pari Passu Collateral Agent terms 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Agreement.

No New Liens. (a) After Until the incurrence of the Working Capital Facility Obligations and until date upon which the Discharge of Working Capital Facility ObligationsFirst Lien Obligations shall have occurred, no Second Lien Notes Secured Parties shall acquire or hold any Lien on any assets of any Credit Party securing any Second Lien Notes Obligation which assets are not also subject to the Lien of the First Lien Agent under the First Lien Documents. If any Second Lien Notes Holder shall acquire or hold any Lien on any assets of any Credit Party securing any Second Lien Notes Obligation which assets are not also subject to the Lien of the First Lien Agent under the First Lien Documents, then the Second Lien Notes Trustee (or the relevant Second Lien Notes Secured Parties) shall, without the need for any further consent of any other Second Lien Notes Secured Parties, the Second Lien Notes Issuer or any Second Lien Notes Guarantor and notwithstanding anything to the contrary in any other Second Lien Notes Document, (i) notify the Existing Notes Collateral First Lien Agent agreespromptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Obligor 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 promptly grant a similar Lien on such assets or properties which is senior and prior property to the Liens thereon First Lien Agent as security for the First Lien Obligations, shall assign such Lien to the First Lien Agent as security for all First Lien Obligations for the benefit of the Notes Collateral Agent and the Noteholders; First Lien Secured Parties (ii) 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 but may retain a Lien junior lien on such assets or properties which is senior and prior property subject to the Liens thereon terms hereof) and (ii) until such assignment or such grant of a similar Lien to the First Lien Agent becomes effective, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Interim Notes Collateral Agent; First Lien Agent as security for the First Lien Obligations (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 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 subject 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 terms 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1).

No New Liens. (a) After So long as the incurrence of the Working Capital Facility First Priority Obligations and until the Discharge of Working Capital Facility ObligationsPayment Date has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree thatthat (a)(i) 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 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 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, as applicable, due solely to the Rule 3-16 Exception (as defined in the First Lien Note Documents) and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any Second Priority Obligation which assets are not also subject to the first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative, shall be deemed to also hold and have held such Lien for the benefit of the First Priority Secured Parties and shall promptly notify the First Priority Representative of the existence of such Lien and, upon written request by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to the contrary in any other Second Priority Document, either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain a junior lien on such assets subject to the terms hereof), in accordance with such written request of the First Priority Representative. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that 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 Liens granted in contravention of this Section 2.5(a) 2.4 shall be subject to Section 4.1.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until The parties hereto agree that so long as the Discharge of Working Capital Facility ObligationsFirst Lien Obligations and the repayment in full, in cash, of Excess First Lien Obligations has not occurred, none of the Grantors shall, or shall permit any of its Subsidiaries to, (i) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless such Lien is in favor of the Existing Notes Second Lien Collateral Agent and such Grantor or such Subsidiary has granted, or concurrently therewith grants, a Lien on such asset in favor of the First Lien Administrative Agent to secure the First Lien Obligations, or (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligations (other than (x) assets in respect of which the Second Lien Collateral Agent has declined a Lien and (y) Liens on Cash Collateral (as defined in the First Lien Credit Agreement as in effect on the date hereof) to the extent the aggregate First Lien Principal Obligations secured by such Cash Collateral does not exceed the First Lien Cap)) unless such Lien is in favor of the First Lien Administrative Agent and such Grantor or such Subsidiary has granted, or concurrently therewith grants, a Lien on such asset in favor of the Second Lien Collateral Agent (or, in respect of any Cash Collateral (defined above), in favor of the First Lien Administrative Agent) to secure the Second Lien Obligations, with each such Lien referenced in this Section 2.03 to be subject to the provisions of this Agreement, in each case, subject to the terms and conditions hereof (including Sections 5.01 and 5.02 hereof). To the extent that the provisions of this Section 2.03 are not complied with for any reason, without limiting any other right or remedy available to the First Lien Administrative Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Lien Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.14.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsPriority Debt has not occurred, (i) none of the Existing Notes Borrowers shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, or substantially concurrently therewith shall grant, a lien on such asset to secure the ABL Debt or grant any additional Liens on any assets to secure the ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the Discharge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, none of the Borrowers shall grant any additional Liens on any asset to secure any Excess ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt. Notwithstanding the foregoing, this provision will not be violated with respect to any assets which are specifically excluded from the grant of Liens securing the ABL Debt or the Noteholder Debt, as provided in the ABL Documents or Noteholder Documents, respectively. To the extent that the provisions of this Section 2.3 are not complied with for any reason, without limiting any other right or remedy available to the ABL Lender or any other ABL Secured Party or the Collateral Agent or any Noteholder Secured Party, the Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Noteholder Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) the Interim Notes Collateral Agent ABL Lender agrees, for itself and on behalf of each Interim Notes Noteholderthe other ABL Secured Parties, 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 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 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 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 amount 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, any Noteholder Secured Party or any of them ABL Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14 hereof.

No New Liens. (a) After So long as the incurrence of the Working Capital Facility First Lien Senior Priority Obligations and until the Discharge of Working Capital Facility ObligationsPayment Date has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree thatthat (a) 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 First Lien Senior Priority Obligations and (b) if any First Lien Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any First Lien Junior Priority Obligation which assets are not also subject to a First Lien Senior Priority Lien, then the First Lien Junior Priority Representatives, upon demand by any First Lien Senior Priority Representative, will without the need for any further consent of any other First Lien Junior Priority Secured Party, notwithstanding anything to the contrary in any other First Lien Junior Priority Document either (i) release such Lien or (ii) assign it to the First Lien Senior Priority Representatives as security for the First Lien Senior Priority Obligations (in which case the First Lien Junior Priority Representatives may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst Lien Senior Priority Secured Parties, the First Lien Junior Priority Representatives and the other First Lien Junior Priority Secured Parties agree that 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 Liens granted in contravention of this Section 2.5(a) 2.4 shall be subject to Section 4.1.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, • so long as the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, • grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (%5) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (%5) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept 5279325v2 such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (%4) grant or permit any additional Liens on any asset of a Grantor (other than Indenture Excluded Property) to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (%5) the Second Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and, for the avoidance of doubt, this clause (iii) shall not apply to any Indenture Excluded Property, and • after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsPriority Debt has not occurred, except for Noteholder Exclusive Assets (i) as defined below), none of the Existing Notes Borrowers shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, or substantially concurrently therewith shall grant, a lien on such asset to secure the ABL Debt or grant any additional Liens on any assets to secure the ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the Discharge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, none of the Borrowers shall grant any additional Liens on any asset to secure any Excess ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt. Notwithstanding the foregoing, this provision will not be violated with respect to any assets which are specifically excluded from the grant of Liens securing the ABL Debt or the Noteholder Debt, as provided in the ABL Documents or Noteholder Documents, respectively. To the extent that the provisions of this Section 2.3 are not complied with for any reason, without limiting any other right or remedy available to the ABL Agent or any other ABL Secured Party or the Collateral Agent or any Noteholder Secured Party, the Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Noteholder Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) the Interim Notes Collateral ABL Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other ABL Secured Parties, 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 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 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 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 amount 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, any Noteholder Secured Party or any of them ABL Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14 hereof.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Priority Obligations has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Junior Priority Agent shall hold any Lien on any assets of the Company securing any Junior Priority Obligations that are not also subject to the extent first priority Lien in respect of the Senior Priority Obligations under the Senior Priority Documents, such Junior Priority Agent shall (a) without the need for any further consent of any party and notwithstanding anything to the contrary in any other document be deemed to hold and have held such Lien for the benefit of the Senior Secured Parties (subject to the Lien priorities and other terms hereof), and (b) in the case of any Lien acquired after the date hereof, (i) notify each Senior Priority Agent promptly upon becoming aware thereof; provided that the foregoing failure to give such notice shall not affect the validity of such additional Lien or the rights hereunder of each Senior Priority Agent receiving such additional Lien (subject to the Lien priorities and other terms hereof) and (ii) enter into, execute and/or deliver any agreements, filings, instruments or other documents reasonably requested by any Senior Priority Agent in order to evidence the Lien priorities set forth herein. Any such Liens securing any Junior Priority Obligations shall be subject to the terms and provisions of this Section 2.5(a) are not complied with for Agreement and subordinated to the Liens securing any reasonSenior Priority Obligations as provided in this Agreement. Each Junior Priority Agent agrees that, after the date hereof, if it shall hold any amounts received by Lien on any assets of the Company or distributed any other Grantor securing any Junior Priority Obligations that are not also subject to the Existing Notes Collateral Lien in favor of each other Junior Priority Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral such Junior Priority Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral shall notify any other Junior Priority Agent and/or the Pari Passu Lenders, or any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1promptly upon becoming aware thereof.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until a)Until the Discharge of Working Capital Facility Priming Senior Priority Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that there shall be no Liens on any asset or property to secure any Junior Priority Obligation unless a Lien on such asset or property also secures the Senior Priority Obligations, and no Liens on any asset or property to secure any Senior Priority Obligation unless a Lien on such asset or property also secures the Junior Priority Obligations. If the Junior Priority Collateral Agent or any Junior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Junior Priority Obligations that are not also subject to the Liens securing Senior Priority Obligations under the Senior Priority Collateral Documents, such Junior Priority Collateral Agent if a responsible officer of the Junior Priority Collateral Agent has actual knowledge thereof or Junior Priority Claimholder (i) shall notify the Existing Notes Senior Priority Collateral Agent agreespromptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior property to the Senior Priority Collateral Agent as security for the Senior Priority Obligations, shall, at the expense of such Grantor, assign such Lien to the Senior Priority Collateral Agent as security for the Senior Priority Obligations (but shall retain a lien in accordance with the relative priorities set forth in Section 2.1 on such assets or property subject to the terms hereof) and prior (ii) until such assignment or such grant of a similar Lien to the Senior Priority Collateral Agent, shall be deemed to hold and have held such Lien for the benefit of the Senior Priority Collateral Agent as security for the Senior Priority Obligations. If the Senior Priority Collateral Agent or any Senior Priority Claimholder shall hold any Lien on any assets or property of any Grantor securing any Senior Priority Obligations that are not also subject to the Liens thereon securing Junior Priority Obligations under the Junior 11 Priority Collateral Documents, such Senior Priority Collateral Agent if a responsible officer of the Notes Collateral Agent and the Noteholders; (ii) 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 Senior Priority Collateral Agent has been granted actual knowledge thereof or Senior Priority Claimholder shall notify the Junior Priority Collateral Agent promptly upon becoming aware thereof and, unless and until such Grantor shall promptly grant a similar Lien on such assets or properties which is senior and prior property to the Liens thereon Junior Priority Collateral Agent as security for the Junior Priority Obligations, shall, at the expense of such Grantor, be deemed to hold and have held such Lien for the benefit of the Interim Notes Collateral Agent; (iii) the Pari Passu Junior Priority Collateral Agent agrees, as security for itself and on behalf of each Pari Passu Lender, that the Pari Passu Junior Priority Obligations. Neither the Junior Priority Collateral Agent and each Pari Passu Lender shall not demand or receive any Lien upon any assets or properties of any Obligor unless nor the Working Capital Facility Senior Priority Collateral Agent has been shall have any liability in connection with this Section 2.3(a) except as a result of its gross negligence or willful misconduct. (b)To the extent any additional Liens are granted a Lien on any asset or property as described above, the priority of such assets or properties which is senior and prior to the additional Liens thereon of the Pari Passu Collateral Agent and the Pari Passu Lenders; and (iv) the parties hereto agree thatshall 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 or any Senior Priority Obligation and a corresponding Lien is not granted to secure any of the foregoing provisions Senior Priority Obligations or the Junior Priority Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Junior Priority Collateral Agent, on behalf of this Section 2.5(a) are not complied with for any reasonthe Junior Priority Claimholders, after and the date hereofSenior Priority Collateral Agent, on behalf of the Senior Priority Claimholders, agree that 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 it pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2. (c)Notwithstanding anything to the contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any Senior Priority Obligations if for any reason the Senior Priority Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Xxxxx 000, Xxxxxxxxxxxx, XX 00000. 2.4.

No New Liens. (a) After So long as the incurrence of the Working Capital Facility Obligations and until the applicable Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to after the extent date hereof, if the Second Priority Noteholder Agent or the 2004 Noteholder Agent or any Noteholder shall hold any Lien on any assets of the Company or any other Grantor that the foregoing provisions of this Section 2.5(a(a) would constitute Senior Lender First Lien Collateral if such assets were Senior Lender Collateral, (b) secure any Noteholder Claims and (c) are not complied with also subject to the first-priority Lien of the Credit Agent under the Senior Lender Documents, then the Second Priority Noteholder Agent or the 2004 Noteholder Agent or such Noteholder, as applicable, upon demand by the Credit Agent or the Company, will either release such Lien or assign it to the Credit Agent as security for any reasonthe Senior Lender Claims (in which case each of the Second Priority Noteholder Agent and the 2004 Noteholder Agent may retain a junior lien on such assets subject to the terms hereof). So long as the 2004 Notes First Priority Transition Date has not occurred, the parties hereto agree that, after the date hereof, if the Second Priority Noteholder Agent or the Credit Agent or any amounts received by other 2004 Notes Second Priority Secured Party shall hold any Lien on any assets of the Company or distributed any Grantor that (a) would constitute 2004 Notes First Lien Collateral if such assets were 2004 Noteholder Collateral, (b) secure any 2004 Notes Second Priority Claims and (c) are not also subject to the Existing Notes Collateral first-priority Lien of the 2004 Trustee under the 2004 Noteholder Documents, then the Second Priority Noteholder Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Credit Agent and/or or such 2004 Notes Second Priority Secured Party, as applicable, upon demand by the Pari Passu Lenders2004 Noteholder Agent or the Company, will either release such Lien or any assign it to the 2004 Noteholder Agent as security for the 2004 Noteholder Claims (in which case each of them pursuant to or as the Second Priority Noteholder Agent and the Credit Agent may retain a result of Liens granted in contravention of this Section 2.5(a) shall be junior lien on such assets subject to Section 4.1the terms hereof).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 such Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Second Lien Agent to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of any Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Agent from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Agent from taking the Lien, or (ii) grant or permit any additional Liens on any asset to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Agent to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Agent, the other Second Lien Secured Parties, the Third Lien Collateral Trustee or the other Third Lien Secured Parties, each of the Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03, shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsPriority Debt has not occurred, except for Noteholder Exclusive Assets (i) as defined below), none of the Existing Notes Borrowers shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, or substantially concurrently therewith shall grant, a lien on such asset to secure the ABL Debt or grant any additional Liens on any assets to secure the ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the Discharge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, none of the Borrowers shall grant any additional Liens on any asset to secure any Excess ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt. Notwithstanding the foregoing, this provision will not be violated with respect to any assets which are specifically excluded from the grant of Liens securing the ABL Debt or the Noteholder Debt, as provided in the ABL Documents or Noteholder Documents, respectively. To the extent that the provisions of this Section 2.3 are not complied with for any reason, without limiting any other right or remedy available to the ABL Agent or any other ABL Secured Party or the Collateral Agent or any Noteholder Secured Party, the Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Noteholder Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) the Interim Notes Collateral ABL Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other ABL Secured Parties, 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 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 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 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 amount 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, any Noteholder Secured Party or any of them ABL Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.1.4 hereof. (b) The Noteholder Secured Parties and the ABL Secured Parties hereby acknowledge and agree that (i) the ABL Debt is secured by a first priority Lien in favor of the ABL Secured Parties on all of the Collateral (as such term is defined in the ABL Loan Agreement), (ii) as of the date hereof, the Noteholder Secured Parties do not have and will not hereafter obtain a Lien on the cash or deposit accounts of any Borrower, except a Lien junior in priority to the Lien in favor of the ABL Secured Parties securing the First Priority Debt, which Lien will be subject to the terms and conditions of this Agreement, (iii) the Noteholder Debt is secured by a Lien in favor of the Noteholder Secured Parties on all of the Collateral (as such term is defined in the Noteholder Agreement), including a Lien on the assets of Vector Tobacco Inc., a Virginia corporation (“Vector Tobacco”) and on capital stock owned by VGR Holding LLC, a Delaware limited liability company constituting Collateral (as such term is defined in the Noteholder Agreement) (such assets of Vector Tobacco and capital stock owned by VGR Holding LLC, the “Noteholder Exclusive Assets”); provided that, if

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, none of the Grantors shall (a) After grant or permit any additional Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the incurrence 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 Working Capital Facility 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 and until that are not also subject to the Discharge of Working Capital Facility Obligationsfirst-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Junior Representative or Junior Priority Debt Party (i) shall notify the Existing Notes Collateral Agent agreesSenior Representative promptly upon becoming aware thereof and, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder unless such Grantor 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 promptly grant a similar Lien on such assets or properties which is senior and prior property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Liens thereon Senior Representative as security for all Senior Obligations for the benefit of the Notes Collateral Agent and the Noteholders; Senior Secured Parties (ii) 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 but may retain a Lien junior lien on such assets or properties which is senior and prior property subject to the Liens thereon 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 Interim Notes Collateral Agent; (iii) Grantors, if any Junior Priority Debt Party shall acquire or hold any Lien on any assets of any Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the Pari Passu Collateral Agent agreesfirst priority Lien of the Senior Secured Parties under the Senior Debt Documents, for itself then, without limiting any other rights and remedies available to the Senior Representative or the other Senior Secured Parties, the Junior Representative, on behalf of 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 itself and the Pari Passu Lenders; and (iv) the parties hereto agree thatJunior Priority Debt Parties, to the extent agrees 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsLender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iva) the parties hereto agree thatthat (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, to real or otherwise (other than the extent that the foregoing provisions Common Collateral), of this Section 2.5(aany of Borrower or any of its subsidiaries or any proceeds thereof and (ii) are not complied with for any reason, after the date hereof, any amounts received by or distributed to if the Existing Notes Second Lien Collateral Agent and/or on behalf of 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 Lendersshall hold (to its actual knowledge), any Lien on any assets of Borrower or any of them pursuant its subsidiaries securing the Noteholder Claims that are not also subject to the prior Lien of the First Lien Creditors under the Loan Documents, the Second Lien Collateral Agent will notify the First Lien Collateral Agent in writing and, upon demand by the First Lien Collateral Agent, shall either release such Lien or assign it to the First Lien Creditors as security for the Lender Claims (unless the applicable Obligor shall promptly grant a result similar Lien on such assets in favor of Liens granted in contravention of this Section 2.5(a) the First Lien Creditors and such Lien shall be subject prior to Section 4.1the Lien of the Second Lien Collateral Agent on such assets) and (b) each of Borrower and its subsidiaries agrees it will not grant, and the Guarantor agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets in favor of the Second Lien Collateral Agent or the Noteholders unless Borrower or such subsidiary has granted a similar perfected prior Lien on such assets in favor of the First Lien Creditors. NINE-ARTICLE FORTY ENFORCEMENT.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsFirst Lien Debt (other than the First Lien Debt Excess) has not occurred, the parties hereto agree that, after the date hereof, if any Second Lien Secured Party shall hold any Lien on any assets of any Grantor securing any Second Lien Debt that are not also subject to the first priority Lien of First Lien Agent under the First Lien Documents (i) unless as a result of the Existing Notes Collateral written waiver by First Lien Agent of such Lien), such Second Lien Secured Party, upon demand by First Lien Agent or such Grantor, will, at First Lien Agent’s option, either release such Lien or assign it to First Lien Agent as security for the First Lien Debt or such Grantor shall xxxxx x Xxxx thereon to First Lien Agent in a manner and on terms satisfactory to First Lien Agent. To the extent that the provisions of this Section 2.4 are not complied with for any reason, without limiting any other right or remedy available to First Lien Agent or any other First Lien Secured Party, Second Lien Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Lien Secured Parties, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand any amount received by or receive distributed to any Second Lien Secured Party pursuant to or as a result of any Lien upon granted in contravention of this Section shall be subject to Section 4 hereof. To the extent that the provisions of this Section 2.4 are not complied with for any assets reason, without limiting any other right or properties of remedy available to Second Lien Agent or any Obligor unless the Working Capital Facility Collateral Agent has been granted a other Second Lien on such assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) the Interim Notes Collateral Secured Party, First Lien Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other First Lien Secured Parties, that the Interim Notes Collateral Agent and each Interim Notes Noteholder shall not demand or receive any amount relating to First 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 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 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 Debt Excess 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 First Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14 hereof.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. The parties hereto agree that none of the Grantors shall, or shall permit any of its subsidiaries to, (a) After the incurrence of the Working Capital Facility Obligations and until so long as the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has not occurred, (i) the Existing Notes Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any SF1:727688 Second Lien Obligations unless it has granted, for itself and on behalf of each Existing Notes Noteholderor concurrently therewith grants, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior asset to secure the Liens thereon of the Notes Collateral Agent First Lien Obligations and the Noteholders; Third Lien Obligations, (ii) the Interim Notes Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, for itself and on behalf of each Interim Notes Noteholderor concurrently therewith grants, 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 assets asset to secure the First Lien Obligations and the Second Lien Obligations, or properties which is senior and prior to the Liens thereon of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, for itself and on behalf of each Pari Passu Lenderor concurrently therewith grants, 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 asset to secure the Second Lien Obligations and the Third Lien Obligations, and (b) after the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, (i) grant or properties which is senior and prior permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Third Lien Obligations, in each case, with each such Lien to be subject to the Liens thereon provisions of the Pari Passu Collateral Agent and the Pari Passu Lenders; and (iv) the parties hereto agree that, to this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofFirst Lien Collateral Agent or the other First Lien Secured Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees (i) that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02, (ii) if the Second Lien Collateral Agent or any Second Lien Secured Party acquires any Lien on any assets of Parent, Company or any other Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Second Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Third Lien Collateral Agent as security for the Third Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement and (iii) if the Third Lien Collateral Agent or any Third Lien Secured Party acquires any Lien on any assets of Parent, Company or any Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement.

No New Liens. If the Administrative Agent or a Second Lien Representative acquires any lien on any assets of the U.S. Borrower or any guarantor which assets are not also subject to the lien of the Administrative Agent and each Second Lien Representative, as applicable, then the Administrative Agent or such Second Lien Representative, as applicable, will hold such lien for the benefit of the Administrative EXHIBIT C Agent and the Second Lien Representatives (respecting the relative priorities set forth under “Lien Priorities” above) until the Administrative Agent and/or such Second Lien Representative acquires a lien in such assets. Enforcement The Administrative Agent and the Secured Parties shall have the exclusive right to enforce rights, exercise remedies and make determinations regarding the release or disposition with respect to the Collateral without any consultation with or the consent of any Second Lien Representative or any holder of Second Lien Loans. No Second Lien Representative or holder of Second Lien Loans may (i) contest, protest or object to any foreclosure or other enforcement action brought by the Administrative Agent or the Secured Parties with respect to the Collateral, (ii) object to the forbearance by the Administrative Agent or the Secured Parties from bringing or pursuing any foreclosure or other enforcement action with respect to the Collateral or (iii) foreclose on or take any other enforcement action with respect to the Collateral while any Obligations are outstanding, except that a Second Lien Representative or holder of Second Lien Loans may take customary actions, including: (a) After taking such actions as it deems necessary to create, continue or protect the incurrence perfection of liens on the Working Capital Facility Obligations and until Collateral; (b) filing claims, proofs of claim or statements of interest in any insolvency proceeding; (c) filing responsive proceedings in opposition to any motion objecting to claims of a Second Lien Representative or lender making a Second Lien Loan; (d) voting on any plan of reorganization; (e) purchasing by an all cash bid for Collateral at any Section 363 hearing or public or judicial foreclosure sale; (f) if an event of default under any Second Lien Loan has occurred, after the Discharge expiration of Working Capital Facility Obligationsa 120 day standstill period, (i) exercising any secured creditor remedies EXHIBIT C with respect to the Existing Notes Collateral for so long as the Administrative Agent agreesis not diligently pursuing the exercise of its respective rights or remedies with respect to the Collateral; provided, for itself and on behalf of each Existing Notes Noteholderhowever, that the Existing Notes Collateral Agent and each Existing Notes Noteholder right to exercise such remedies shall not demand or receive any Lien upon any assets or properties be suspended in the event that the event 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 default giving rise to the Liens thereon commencement of the Notes Collateral Agent and standstill period is waived or an insolvency proceeding is commenced by or against the Noteholders; (ii) 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 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 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 Pari Passu LendersU.S. Borrower; and (ivg) engaging consultants and performing audits, examinations, and appraisals relating to the parties hereto agree thatenforcement of liens on the Collateral. Additionally, during the continuance of an event of default under the Second Lien Loans, a Second Lien Representative or lender making a Second Lien Loan may (a) subject to customary exceptions, exercise the rights of unsecured creditors, including, without limitation, filing pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors (provided, that any judgment lien obtained upon exercise of such rights shall be subordinated to the lien securing the Obligations on the same basis as the other liens securing the Obligations), but only to the extent that the foregoing exercise of such rights would not violate the express provisions of this Section 2.5(athe Intercreditor Agreement and (b) are not complied with for any reason, after the date hereof, retain any amounts received by or distributed obtained in respect of Second Lien Loans, except to the Existing Notes extent such amounts constitute Collateral Agent and/or for the Existing Notes Noteholders, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders Obligations or the Pari Passu Collateral Agent and/or the Pari Passu Lenders, proceeds of such Collateral. No Second Lien Representative or any holder of them pursuant Second Lien Loans will, in the context of its role as secured creditor, take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1any Collateral.

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility 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; and (b) if any Second Priority Representative or any Second Priority Secured Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations and until that are not also subject to the Discharge of Working Capital Facility ObligationsLiens securing all Senior Obligations under the Senior Priority Collateral Documents, such Second Priority Representative or Second Priority Secured Party (i) shall notify the Existing Notes Collateral Agent Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to each Senior Priority Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative and the other Senior Priority Secured Parties as security for the Senior Obligations; provided that this provision will not be violated with respect to any particular series of Additional Senior Priority Debt Obligations if the applicable trustee, administrative agent, collateral agent, security agent or similar agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior Priority Debt Facility in the applicable Joinder Agreement is given a reasonable opportunity to accept a Lien on any asset or property and either the Lead Borrower or such trustee or agent states in writing that the Senior Priority Debt Documents in respect thereof prohibit such trustee or agent from accepting a Lien on such asset or property or such trustee or agent otherwise expressly declines to accept a Lien on such asset or property. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Priority Representative or any other Senior Priority Secured Party, each Second Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Priority Secured Parties for which it has been named the Representative, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.04 shall be subject to Section 4.14.01 and Section 4.02.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsFirst Lien Obligations has not occurred and subject to Section 6, (i) the Existing Notes Collateral Applicable Junior Lien Agent agreesand each relevant Representative, for itself and on behalf of each Existing Notes Noteholderthe applicable Junior Lien Obligations Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor, it shall not acquire or hold any Lien on any assets of the Company or any other Pledgor securing any Junior Lien Obligations that are not also subject to the Existing Notes Collateral first-priority Lien in respect of the First Lien Obligations under the First Lien Obligations Documents. If the Applicable Junior Lien Agent, any Junior Lien Obligations Representative or any Junior Lien Obligations Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on such property that is not also subject to the first-priority Lien in respect of the First Lien Obligations under the First Lien Obligations Documents, then the Applicable Junior Lien Agent, such Junior Lien Obligations Representative or such Junior Lien Obligations Secured Party, as the case may be, shall, without the need for any further consent of any person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Applicable First Lien Agent and the First Lien Obligations Representatives as security for the First Lien Obligations (subject to the lien priority and other terms hereof) and shall promptly notify the Applicable First Lien Agent and each Existing Notes Noteholder shall not demand or receive any First Lien upon any assets or properties Obligations Representative in writing of any Obligor unless the Working Capital Facility Collateral Agent has been granted a existence of such Lien on such assets or properties which is senior (if and prior to the Liens thereon extent the Applicable Junior Lien Agent, such Junior Lien Obligations Representative or such Junior Lien Obligations Secured Party has actual knowledge of the Notes Collateral existence of such Lien) and in any event take such actions as may be reasonably requested by the Applicable First Lien Agent and the Noteholders; (ii) 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 First Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on Obligations Representative to assign such assets or properties which is senior and prior Liens to the Applicable First Lien Agent or, in the event that such Liens thereon do not secure all First Lien Obligations, the relevant First Lien Obligations Representative (and/or each of their respective designees) as security for 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 not demand or receive any applicable First 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to Obligations. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofApplicable First Lien Agent and each First Lien Obligations Representative and/or the First Lien Obligations Secured Parties, each such Junior Lien Obligations Representative or such Junior Lien Obligations Secured Party agrees that 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 Liens granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.3.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 such Grantor or subsidiary to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 such Grantor or subsidiary to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or, in the case of clause (ii)(B), grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agreesSecond Priority Representative, for itself and on behalf of each Existing Notes Noteholderthe Second Priority Lenders, acknowledges and agrees that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Agent First Priority Representative has been granted senior Liens upon all of the Common Collateral in which Second Priority Representative has been granted Liens, and Second Priority Representative hereby consents thereto. If (i) any Credit Party grants in favor of Second Priority Representative or any other Second Priority Secured Party a Lien on any asset of such Credit Party not constituting Common Collateral as of the date hereof (or subsequent thereto as a post-closing item set forth in the New Second Priority Agreement as in effect as of the date hereof) or (ii) Second Priority Representative or any other Second Priority Secured Party otherwise obtains a non-consensual lien (including a judgment lien, writ of attachment or writ of execution) on any asset of any Credit Party not constituting Common Collateral as of the date hereof, Second Priority Representative agrees that it shall give First Priority Representative prompt written notice thereof (and in no event later than five (5) Business Days after the date Second Priority Representative has actual knowledge of such grant), containing a detailed description of such asset (it being understood and agreed that the failure by Second Priority Representative to give such notice to First Priority Representative shall not affect the validity, perfection or enforceability of such Lien, and that any amounts distributable to or received by or distributed to any of the Second Priority Secured Parties pursuant to or as a result of such Liens shall in any event be subject to Section 4.1), and Second Priority Representative acknowledges that if First Priority Representative obtains a Lien on such assets or properties which is senior and asset, whether prior to or after the Liens thereon time that Second Priority Representative obtains a Lien on such asset, then the priority of such Lien will be subject to the Notes Collateral Agent terms and the Noteholders; (ii) the Interim Notes Collateral Agent agreesprovisions of this Agreement. First Priority Representative, for itself and on behalf of each Interim Notes Noteholderthe First Priority Lenders, acknowledges and agrees 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 Second Priority Representative has been granted Liens upon all of the Common Collateral in which First Priority Representative has been granted Liens and First Priority Representative hereby consents thereto. If (i) any Credit Party grants in favor of First Priority Representative or any other First Priority Secured Party a Lien on any asset of such Credit Party not constituting Common Collateral on the date hereof (or subsequent thereto as a post-closing item set forth in the New Second Priority Agreement as in effect as of the date hereof) or (ii) First Priority Representative or any other First Priority Secured Party otherwise obtains a non-consensual lien (including a judgment lien, writ of attachment or writ of execution) on any asset of any Credit Party not constituting Common Collateral on the date hereof, First Priority Representative agrees that it shall give Second Priority Representative prompt written notice thereof (and in no event later than five (5) Business Days after the date First Priority Representative has actual knowledge of such grant), containing a detailed description of such asset (it being understood and agreed that the failure by First Priority Representative to give such notice to Second Priority Representative shall not affect the validity, perfection or enforceability of such Lien), and First Priority Representative acknowledges that if Second Priority Representative obtains a Lien on such assets or properties which is senior and asset, whether prior to or after 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, time 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 First Priority Representative obtains a Lien on such assets or properties which is senior and prior asset, then the priority of such Lien will be subject to the Liens thereon of the Pari Passu Collateral Agent terms 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Agreement.

No New Liens. Until the First Lien Lender Termination Date, (a) After neither the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, Borrower nor any Guarantor shall grant (i) to the Existing Notes Collateral Second Lien Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes or any other Noteholder shall not demand or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral First Lien Agent has been granted a Lien on such assets or properties which that is senior and prior to the Liens thereon of the Notes Collateral Second Lien Agent and the Noteholders; other Noteholders and (ii) to the Interim Notes Collateral First Lien 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 First Lien Lender any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Second Lien Agent has been granted a Lien on such assets or properties which that is senior and prior junior to the Liens thereon of the Interim Notes Collateral Agent; First Lien Agent and the First Lien Lenders and (iiib) the Pari Passu Collateral parties hereto agree that, after the date hereof, if the Second Lien Agent agrees, for itself and on behalf of each Pari Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender or any other Noteholder shall not demand or receive nonetheless hold any Lien upon on any assets or properties of any Obligor unless that are not also subject to the Working Capital Facility Collateral senior and prior Lien of the First Lien Agent, the Second Lien Agent, upon demand by the First Lien Agent, will either release (or cause the release of) such Lien or assign (or cause to be assigned) such Lien to the First Lien Agent, or otherwise execute such documents and/or instruments reasonably requested by the First Lien Agent has been granted a acknowledging and confirming that the Second Lien Agent (as applicable) holds (and shall be deemed to have held) such Lien and security interest for the benefit of the First Lien Agent as security for the First Lien Debt subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4. Until the Second Lien Lender Termination Date, if the First Lien Agent or any other First Lien Lender shall nonetheless hold any Lien on such any assets or properties which is senior and prior of any Obligor that are not also subject to the Liens thereon junior Lien of the Pari Passu Collateral Second Lien Agent, the First Lien Agent upon the request of the Second Lien Agent shall execute such documents and/or instruments as may be reasonably necessary or as reasonably requested by the Second Lien Agent acknowledging and confirming that the Pari Passu Lenders; First Lien Agent (as applicable) holds (and (ivshall be deemed to have held) such Lien and security interest for the parties hereto agree that, benefit of the Second Lien Agent as security for the Noteholder Debt subject to the extent that the foregoing provisions of this Section 2.5(a) are not complied priorities set forth herein, with for any reason, after the date hereof, any amounts received by or distributed thereof subject to distribution under Section 4. Notwithstanding the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersforegoing, the Interim Notes Collateral Agent and/or First Lien Debt shall not be prohibited from being secured by any asset constituting Excluded Property that does not secure 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Noteholder Debt.

No New Liens. So long as the First Priority Obligations Payment Date has not occurred, the First Priority Representative (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 Liens on non-working capital assets granted to secure indebtedness incurred in reliance on Section 6.01(w) of the Existing First Priority Agreement (or any analogous provision in any Additional First Priority Agreement or Second Priority Agreement in accordance with the Second Priority Security Documents), subject to intercreditor arrangements with respect to such indebtedness that are reasonably satisfactory to the First Priority Representative and the Second Priority Representative) (a) After 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 Second Priority Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility First Priority Obligations, (ib) 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 Existing Notes Collateral Agent agreesSecond Priority Obligations, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder (c) if any Second Priority Secured Party shall not demand acquire or receive hold any Lien upon on any assets or properties of any Obligor unless Loan Party securing any Second Priority Obligation which assets are not also subject to the Working Capital Facility Collateral Agent has been granted a first-priority Lien of the First Priority Representative under the First Priority Documents, then the Second Priority Representative shall be deemed to hold and have held such Lien for the benefit of the First Priority Representative and the other First Priority Secured Parties and (d) if any First Priority Secured Party shall acquire or hold any Lien on such any assets or properties of any Loan Party securing any First Priority Obligation which is senior and prior assets are not also subject to the Liens thereon second-priority Lien of the Notes Collateral Agent Second Priority Representative under the Second Priority Documents, then the First Priority Representative shall be deemed to hold and have held such Lien for the benefit of the Second Priority Representative and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to other Second Priority Secured Parties. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties, and the First Priority Representative and the other First Priority Secured Parties, each agree that 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 Liens granted in contravention of this Section 2.5(a) 2.4 shall be subject to Section 4.1.

No New Liens. (a) After the incurrence Subject to Section 11.03 of the Working Capital Facility Obligations Existing Xxxxxx Secured Notes Indenture and until the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Working Capital Facility ObligationsSenior Lender Claims has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the extent that first-priority Lien in respect of the foregoing provisions Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of this an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 2.5(a) are not complied with for 11.03 of the Existing Xxxxxx Secured Notes Indenture and the corresponding provision of any reasonSecond-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any amounts received by Lien on any assets of the Company or distributed any other Grantor securing any Second-Priority Claims that are not also subject to the Existing Notes Collateral Lien in favor of the other Second-Priority Agent and/or the Existing Notes Noteholders, the Interim Notes Collateral such Second-Priority Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral shall notify any other Second-Priority Agent and/or the Pari Passu Lenders, or any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1promptly upon becoming aware thereof.

No New Liens. Subject to Section 2.6 hereof, the parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility Obligations Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and until substance satisfactory to the Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of Working Capital Facility First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that if any Second Lien Claimholder shall acquire or hold any Lien on any assets of any Obligor securing any Second Lien Obligation which assets are not also subject to the first priority Lien of the First Lien Claimholders under the First Lien Collateral Documents, then, without limiting any other rights and remedies available to any First Lien Collateral Agent or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the applicable Second Lien Collateral Agent or such Second Lien Claimholder, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the applicable First Lien Collateral Agent and the First Lien Claimholders as security for the First Lien Obligations (subject to the Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Agents in writing of the existence of such Lien (if and to the extent the applicable Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Directing First Lien Collateral Agent to assign such Liens to the Directing First Lien Collateral Agent (but may retain a junior Lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Collateral Agent (iand/or each of their respective designees) as security for the Existing Notes applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Collateral Agent or any other First Lien Claimholder, each Second Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderits Related Second Lien Claimholders, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations (except to the extent otherwise permitted by the Priority Lien Documents) and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens, unless the Third Priority Collateral Trustee otherwise agrees; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee or the other Third Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. It is the intent of the parties hereto that, so long as the Discharge of First Lien Obligations has not occurred, none of the US Grantors should (a) After grant or permit any additional Lien on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the incurrence First Lien Obligations or (b) grant or permit any additional Lien on any asset to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement, and no party hereto shall act or fail to act in a manner inconsistent with such intent. In furtherance of the Working Capital Facility Obligations foregoing and until subject to the provisions of Section 6.01 with respect to collateral provided in connection with a DIP Financing, each of the First Lien Collateral Agent and the Second Lien Collateral Agent agrees that, so long as the Discharge of Working Capital Facility the First Lien Obligations has not occurred, it shall not accept the grant of any Lien on any assets of the Borrower, any other US Grantor or any other Domestic Subsidiary to secure the First Lien Obligations or the Second Lien Obligations, as the case may be, unless the grantor thereof shall have represented to the First Lien Collateral Agent or the Second Lien Collateral Agent, as the case may be, that such assets are then subject, or concurrently with such grant shall become subject, to a Second Priority Lien or a First Priority Lien, as the case may be. If the Second Lien Collateral Agent or any other Term Secured Party shall (inonetheless and in breach hereof) acquire or hold any Second Priority Lien on any asset that is not also subject to a First Priority Lien, then such person shall, without the Existing Notes need for any further consent of any person and notwithstanding anything to the contrary in any Second Lien Security Document, be deemed to also hold and have held such Lien for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations (subject to the relative Lien priorities set forth in Section 2.01 and other terms of this Agreement), shall promptly notify the First Lien Collateral Agent in writing of the existence of such Second Priority Lien and shall take such action as may be requested by the First Lien Collateral Agent to ensure that the First Lien Collateral Agent shall acquire a Lien on such asset as security for the First Lien Obligations (which may include an assignment of such Second Priority Lien in favor of the First Lien Collateral Agent). To the extent that the provisions of this Section are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Lien Secured Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Lien Secured Party pursuant to or as a result of Liens any Second Priority Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02.

No New Liens. (a) After Until the incurrence Senior Debt Obligations Payment Date, the Purchaser shall not acquire or hold any Lien on any assets of the Working Capital Facility Obligations Vendor securing any Royal Gold Obligation which assets are not also subject to the Lien of the Senior Debt Representative under the Senior Debt Documents, subject to the Lien Priority set forth herein. If the Purchaser shall (nonetheless and until the Discharge of Working Capital Facility Obligations, (iin breach hereof) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand acquire or receive hold any Lien upon on any assets or properties of any Obligor unless Note Party securing any Royal Gold Obligation which assets are not also subject to the Working Capital Facility Collateral Agent has been granted Lien of the Senior Debt Representative under the Senior Debt Documents, subject to the Lien Priority set forth herein, then the Purchaser shall, notwithstanding anything to the contrary in any other Royal Gold Document, be deemed to also hold and have held such lien for the benefit of the Senior Debt Representative as security for the Senior Debt Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Senior Debt Representative in writing of the existence of such Lien. (b) Until the Royal Gold Obligations Payment Date, no Senior Debt Secured Party shall acquire or hold any Lien on any assets of the Vendor securing any Senior Debt Obligation which assets are not also subject to a Lien on such assets or properties which is senior and prior under the Royal Gold Documents, subject to the Liens thereon Lien Priority set forth herein. If any Senior Debt Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Note Party securing any Senior Debt Obligation which assets are not also subject to a Lien under the Royal Gold Documents, subject to the Lien Priority set forth herein, then the Senior Debt Representative (or the relevant Senior Debt Secured Party) shall, without the need for any further consent of any other Senior Debt Secured Party and notwithstanding anything to the contrary in any other Senior Debt Document be deemed to also hold and have held such lien for the benefit of the Notes Collateral Agent and Purchaser as security for the Noteholders; Royal Gold Obligations (ii) 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 assets or properties which is senior and prior subject to the Liens thereon Lien Priority and other terms hereof) and shall promptly notify the Purchaser in writing of the Interim Notes Collateral Agent; (iii) the Pari Passu Collateral Agent agrees, for itself and on behalf existence of 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1.Lien. 2.5

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (i) so long as the Discharge of Priority Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (x) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (y) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (b) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (x) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (y) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (c) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (x) the Second Lien Obligations and has taken all actions required to perfect such Liens and (y) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, (1) no Grantor shall be required to gxxxx x Xxxx on any assets of EPL and its Subsidiaries to secure the Second Lien Obligations or the Third Lien Obligations prior to the occurrence of the Disqualifying Condition Termination (as defined in the Second Lien Indenture) or on Excluded Assets (as defined in the Indenture Second Lien Security Documents) and (2) the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (ii) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (i) and (ii) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After Subject to the incurrence of terms hereof, the Working Capital Facility Obligations and until parties hereto agree that, so long as the Discharge of Working Capital Facility Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its direct or indirect Subsidiaries to, (1) grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations, or (2) grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Existing Notes Collateral Agent 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 (subject to the relative Lien priorities set forth herein). To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Priority Debt Parties, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Second Priority Debt Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.4 shall be subject to Section 4.14.1 and Section 4.2.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 or any of its Subsidiaries to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure (A) the Priority Lien Obligations (except to the extent otherwise permitted by the Priority Lien Documents) and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 or any of its Subsidiaries to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure the Third Lien Obligations and has taken all actions required to perfect such Liens, unless the Third Priority Collateral Trustee otherwise agrees; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor or such Subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee or the other Third Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until So long as the Discharge of Working Capital Facility ObligationsSenior Creditor Claims has not occurred and subject to Section 6, (i) the Existing Notes Collateral each Second Priority Agent agrees, for itself and on behalf of each Existing Notes Noteholderapplicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that the Existing Notes Collateral Agent and each Existing Notes Noteholder it shall not demand acquire or receive hold any Lien upon on any assets of the Borrower or properties any other Grantor securing any Second Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Creditor Claims under the Senior Creditor Documents; provided that the foregoing shall not apply to any Regulation S-X Excluded Collateral (as defined in the Senior Collateral Agreement as in effect on the date hereof) to the extent any Series of Senior Creditor Claims is not given a Lien thereon pursuant to the applicable Senior Creditor Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral (other than any Regulation S-X Excluded Collateral) that is not also subject to the first-priority Lien in respect of the Senior Creditor Claims under the Senior Creditor Documents, then such Second Priority Agent shall, without the need for any further consent of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior party and prior notwithstanding anything to the Liens thereon contrary in any other document, be deemed to also hold and have held such lien for the benefit of the Notes Collateral First Lien Agents as security for the Senior Creditor Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Xxxx and in any event take such actions as may be requested by any First Lien Agent to assign such Liens to the Noteholders; First Lien Agents (iiand/or their designees) as security for the Interim Notes Collateral applicable Senior Creditor Claims or release such Liens. 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 Creditor, each Second Priority Agent agrees, for itself and on behalf of each Interim Notes Noteholderthe other Second Priority Secured Parties, 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 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 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 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 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 Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.1 and Section 4.2. This Section 2.3 shall not be violated with respect to any Senior Creditor Claims if the applicable First Lien Agent is given a reasonable opportunity to accept a Lien on any asset or property and either a Grantor or the applicable First Lien Agent states in writing that the applicable Senior Creditor Documents prohibit such First Lien Agent from accepting a Lien on such asset or property, or such First Lien Agent otherwise expressly declines to accept a Lien on such asset or property.

No New Liens. (a) After the incurrence Subject to Section [ ] of the Working Capital Facility Obligations Initial Second-Priority Agreement and until the corresponding provision of any other Second-Priority Credit Document, so long as the Discharge of Working Capital Facility ObligationsFirst-Priority Obligations has not occurred, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, after the date hereof, if any Second-Priority Representative shall hold any Lien on any assets intended to be Common Collateral of the Company or any other Grantor securing any Second-Priority Obligations that are not also subject to the first-priority Lien in respect of the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign such Lien to the First-Priority Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst-Priority Representatives and/or the First-Priority Secured Parties, each Second-Priority Representative, on behalf of itself and the applicable Second-Priority Secured Parties, agrees that 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 Liens granted in contravention of this Section 2.5(a) 2.3 shall be subject to Section 4.14.2. Subject to Section [ ] of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. (a) After the incurrence of the Working Capital Facility Limitation on other Collateral for First Lien Claimholders. So long as any Second Lien Obligations remain outstanding, and until the Discharge of Working Capital Facility Obligationssubject to Article VI, (i) the Existing Notes First Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree agrees 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, neither the First Lien Collateral Agent nor any amounts received First Lien Claimholder shall acquire or hold any Lien on any assets of the type contemplated by or distributed the definition of “First Lien Collateral” of any Grantor securing any First Lien Obligations which assets are not also subject to the Existing Notes second-priority Lien of the Second Lien Collateral Agent and/or under the Existing Notes NoteholdersSecond Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any assets of the Interim Notes type contemplated by the definition of “First Lien Collateral”, or permit any of its Subsidiaries to xxxxx x Xxxx on any such assets, in favor of the First Lien Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu First Lien Claimholders unless it, or such Subsidiary, has granted a similar Lien on such assets in favor of the Second Lien Collateral Agent and/or or the Pari Passu Lenders, Second Lien Claimholders. If the First Lien Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of the type contemplated by the definition of “First Lien Collateral” of any Grantor or any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be their respective Subsidiaries securing any First Lien Obligations which assets are not also subject to Section 4.1the second-priority Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then the First Lien Collateral Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Document (x) in addition to holding such Lien for the benefit of itself and the other First Lien Claimholders as security for the First Lien Obligations, also hold and be deemed to have held such Lien for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations subject to the priorities set forth herein or (y) release such Lien.

No New Liens. (a) After Whether or not any Insolvency or Liquidation Proceeding has been commenced, the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes parties hereto agree that no Grantor shall grant any Secured Party any additional Lien under any Collateral Agent agrees, for itself and Document on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Lien upon any assets or properties asset of any Obligor Grantor to secure Obligations of any Class or Series unless the Working Capital Facility Collateral Agent such Grantor has been also granted or concurrently grants a Lien on such asset to secure the Obligations of the other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral or properties which Term Priority Collateral); provided that the foregoing shall not apply to (i) Liens on Foreign Collateral, liens on real property, and Liens on any asset of any Grantor granted to secure Obligations of any Class if such asset is senior and prior expressly excluded from the grant of a security interest by such Grantor pursuant to the Liens thereon Collateral Documents of the Notes Collateral Agent and the Noteholders; other Class, (ii) collateral consisting of cash and cash equivalents pledged to secure ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Interim Notes Collateral ABL Agent agreespursuant to Section __, 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 assets or properties which is senior and prior to the Liens thereon Section __ of the Interim Notes Collateral Agent; ABL Credit Agreement and (iii) the Pari Passu Collateral Agent agrees, for itself and additional Liens on behalf of 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 asset of any Obligor unless the Working Capital Facility Collateral Agent Grantor granted to secure Obligations of any Class if, prior to such grant, such Grantor has been granted a Lien offered in writing to gxxxx x Xxxx on such assets or properties which is senior and prior asset to the Liens thereon secure Obligations of the Pari Passu Collateral Agent other Class and the Pari Passu Lenders; and (iv) the parties hereto agree thatAgent of such other Class has affirmatively declined in writing to accept such Lien or has failed to respond to such offer within 30 days thereof, in which case such Agent shall be deemed to have declined to accept such Lien. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofother Agent or any of its Related Secured Parties, each Agent, for itself and on behalf of its Related Secured Parties, agrees that it shall also hold any such additional Lien for the benefit of the Secured Parties of the other Class (but may retain such Lien for itself and its Related Secured Parties, subject to the relative Lien priorities set forth in this Agreement) and any amounts received by or distributed to the Existing Notes Collateral such 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 its Related Secured Parties pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Sections 4.01 and 4.02.

No New Liens. Until the First Lien Lender Termination Date, (a) After neither the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, Borrower nor any Guarantor shall grant (i) to the Existing Notes Collateral Second Lien Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes or any other Noteholder shall not demand or receive any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral First Lien Agent has been granted a Lien on such assets or properties which that is senior and prior to the Liens thereon of the Notes Collateral Second Lien Agent and the Noteholders; other Noteholders and (ii) to the Interim Notes Collateral First Lien 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 First Lien Lender any Lien upon any assets or properties of any Obligor unless the Working Capital Facility Collateral Second Lien Agent has been granted a Lien on such assets or properties which that is senior and prior junior to the Liens thereon of the Interim Notes Collateral Agent; First Lien Agent and the First Lien Lenders and (iiib) the Pari Passu Collateral parties hereto agree that, after the date hereof, if the Second Lien Agent agrees, for itself and on behalf of each Pari Passu Lender, that the Pari Passu Collateral Agent and each Pari Passu Lender or any other Noteholder shall not demand or receive nonetheless hold any Lien upon on any assets or properties of any Obligor unless that are not also subject to the Working Capital Facility Collateral senior and prior Lien of the First Lien Agent, the Second Lien Agent, upon demand by the First Lien Agent, will either release (or cause the release of) such Lien or assign (or cause to be assigned) such Lien to the First Lien Agent, or otherwise execute appropriate documents and/or instruments reasonably requested by the First Lien Agent has been granted a acknowledging and confirming that the Second Lien Agent (as applicable) holds (and shall be deemed to have held) such Lien and security interest for the benefit of the First Lien Agent as security for the First Lien Debt subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4. Until the Second Lien Lender Termination Date, if the First Lien Agent or any other First Lien Lender shall nonetheless hold any Lien on such any assets or properties which is senior and prior of any Obligor that are not also subject to the Liens thereon junior Lien of the Pari Passu Collateral Second Lien Agent, the First Lien Agent upon the request of the Second Lien Agent shall execute appropriate documents and/or instruments reasonably requested by the Second Lien Agent acknowledging and confirming that the Pari Passu Lenders; First Lien Agent (as applicable) holds (and (ivshall be deemed to have held) such Lien and security interest for the parties hereto agree that, benefit of the Second Lien Agent as security for the Noteholder Debt subject to the extent that the foregoing provisions of this Section 2.5(a) are not complied priorities set forth herein, with for any reason, after the date hereof, any amounts received by or distributed thereof subject to distribution under Section 4. Notwithstanding the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersforegoing, the Interim Notes Collateral Agent and/or First Lien Debt shall not be prohibited from being secured by any asset constituting Excluded Property that does not secure 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 Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1Noteholder Debt.

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) After unless otherwise agreed, in writing, by the incurrence First Priority Representative, there shall be no Lien (except First Priority Permitted Liens or “Permitted Liens” as defined under the Second Priority Agreement), and no US Loan Party shall create any Lien on any assets of any US Loan Party securing any 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 the Working Capital Facility Obligations and until First Priority Representative under the Discharge of Working Capital Facility ObligationsFirst Priority Documents, (i) then the Existing Notes Collateral Agent agreesSecond Priority Representative, upon demand by the First Priority Representative, will without the need for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand or receive any Lien upon any assets or properties further consent of any Obligor unless other Second Priority Secured Party, notwithstanding anything to the Working Capital Facility Collateral Agent has been granted contrary in any other Second Priority Document assign such Lien to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may retain a Lien junior lien on such assets or properties which is senior and prior subject to the terms hereof). Except as provided in Section 2.5, the US Loan Parties agree that no US Loan Party shall create any Lien on any assets of any US Loan Party securing any First Priority Obligations (other than Liens thereon of on certain assets that may exclusively secure Cash Management Obligations and/or Swap Obligations) if these same assets are not subject to, and do not become subject to, a Lien securing the Notes Collateral Agent and the NoteholdersSecond Priority Obligations; (ii) the Interim Notes Collateral Agent agrees, for itself and on behalf of each Interim Notes Noteholderprovided, that the Interim Notes Collateral Agent and each Interim Notes Noteholder a breach by any US Loan Party of this sentence shall not demand affect the validity or receive any enforceability of such Lien upon any assets or properties the priority of any Obligor unless the Working Capital Facility Collateral Agent has been granted a such 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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to as set forth herein. To the extent that the foregoing provisions of this Section 2.5(a) are not complied with for any reason, after without limiting any other rights and remedies available to the date hereofFirst Priority Secured Parties, the Second Priority Representative and the other Second Priority Secured Parties agree that 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 Liens granted in contravention of this Section 2.5(a) 2.4 shall nevertheless be subject to Section 4.1.

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 Third Lien Obligation, or take any action to perfect any additional Liens securing any Third Lien Obligations, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens securing any Second Lien Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien; and (b) on and after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligations, or take any action to perfect any additional Liens securing any Second Lien Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations, or take any action to perfect any additional Liens securing any Third Lien Obligations, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee or the other Second Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03 shall be subject to Section 4.13.03(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Obligations and until the Discharge of Working Capital Facility Obligations, (i) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations 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 such Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of any Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, 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 Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any additional Liens on any asset to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofPriority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee or the other Third Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) 2.03, shall be subject to Section 4.13.05(b).

No New Liens. (a) After the incurrence of the Working Capital Facility Limitation on other Collateral for First Lien Claimholders. So long as any Second Lien Obligations remain outstanding, and until the Discharge of Working Capital Facility Obligationssubject to Article VI, (i) the Existing Notes First Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 Pari Passu Lenders; and (iv) the parties hereto agree agrees 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, neither the First Lien Collateral Agent nor any amounts received by First Lien Claimholder shall acquire or distributed hold any Lien on any assets of any Grantor securing any First Lien Obligations which assets are not also subject to the Existing Notes second-priority Lien of the Second Lien Collateral Agent and/or under the Existing Notes NoteholdersSecond Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of the Interim Notes First Lien Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu First Lien Claimholders unless it, or such Subsidiary, has granted a similar Lien on such assets in favor of the Second Lien Collateral Agent and/or or the Pari Passu Lenders, Second Lien Claimholders. If the First Lien Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be their respective Subsidiaries securing any First Lien Obligations which assets are not also subject to Section 4.1the second-priority Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then the First Lien Collateral Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Loan Document (x) in addition to holding such Lien for the benefit of itself and the other First Lien Claimholders as security for the First Lien Obligations, also hold and be deemed to have held such Lien for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations subject to the priorities set forth herein or (y) release such Lien.

No New Liens. Subject to Section 2.6 hereof, the parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, (a) After the incurrence none of the Working Capital Facility Obligations Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and until substance satisfactory to the Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of Working Capital Facility First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that if any Second Lien Claimholder shall acquire or hold any Lien on any assets of any Obligor securing any Second Lien Obligation which assets are not also subject to the first priority Lien of the First Lien Claimholders under the First Lien Collateral Documents, then, without limiting any other rights and remedies available to any First Lien Collateral Agent or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the applicable Second Lien Collateral Agent or such Second Lien Claimholder, as the case may be, shall, without the need for any further consent of any person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the applicable First Lien Collateral Agent and the First Lien Claimholders as security for the First Lien Obligations (subject to the Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Agents in writing of the existence of such Lien (if and to the extent the applicable Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Directing First Lien Collateral Agent to assign such Liens to the Directing First Lien Collateral Agent (but may retain a junior lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Collateral Agent (iand/or each of their respective designees) as security for the Existing Notes applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Collateral Agent or any other First Lien Claimholder, each Second Lien Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholderthe other Second Lien Claimholders, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens so granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.2.

No New Liens. (a) After It is the incurrence anticipation of the Working Capital Facility Obligations and parties that, until the date upon which the Discharge of Working Capital Facility ObligationsSenior Lien Obligations shall have occurred, no Junior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Junior Lien Obligation which assets are not also subject to the Lien of the Senior Lien Agent under the Senior Lien Documents. If any Junior Lien Secured Party shall (inonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Junior Lien Obligation which assets are not also subject to the Existing Notes Collateral Lien of the Senior Lien Agent agreesunder the Senior Lien Documents, then the Junior Lien Agent (or the relevant Junior Lien Secured Party) shall, without the need for itself any further consent of any other Junior Lien Secured Party, the Borrowers, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Junior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Senior Lien Agent as security for the Senior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Senior Lien Agent in writing of the existence of such Lien upon becoming aware thereof. Without limiting any other right or remedy available to the Senior Lien Agent or the Senior Lien Secured Parties, the Junior Lien Agent, on behalf of each Existing Notes Noteholderthe Junior Lien Secured Parties, agrees that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and prior to the Liens thereon of the Notes Collateral Agent and the Noteholders; (ii) 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 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 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 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 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 Liens granted in contravention of this Section 2.5(a) shall be subject to the turnover provisions in Section 4.1.3.6. US-DOCS\79710835.5 Senior Junior Intercreditor Agreement

No New Liens. (a) After Until the incurrence ABL Obligations Payment Date, no Notes Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Notes Obligation which assets are not also subject to the Lien of the Working Capital Facility Obligations ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein. If any Notes Secured Party shall (nonetheless and until the Discharge of Working Capital Facility Obligations, (iin breach hereof) the Existing Notes Collateral Agent agrees, for itself and on behalf of each Existing Notes Noteholder, that the Existing Notes Collateral Agent and each Existing Notes Noteholder shall not demand acquire or receive hold any Lien upon on any assets or properties of any Obligor unless Loan Party securing any Notes Obligation which assets are not also subject to the Working Capital Facility Collateral Agent has been granted a Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Notes Representative (or the relevant Notes Secured Party) shall, without the need for any further consent of any other Notes Secured Party and notwithstanding anything to the contrary in any other Notes Document be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien. (b) Until the Notes Obligations Payment Date, except with respect to the ABL Exclusive Collateral, no ABL Secured Party shall acquire or hold any Lien on such any assets or properties of any Loan Party securing any ABL Obligation which is senior and prior assets are not also subject to the Liens thereon Lien of the Notes Collateral Agent Representative under the Notes Documents, subject to the Lien Priority set forth herein. Except with respect to the ABL Exclusive Collateral, if any ABL Secured Party shall (nonetheless and the Noteholders; (iiin breach hereof) 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 acquire or receive hold any Lien upon on any assets or properties of any Obligor unless Loan Party securing any ABL Obligation (other than the Working Capital Facility Collateral Agent has been granted a Lien on such ABL Exclusive Collateral) which assets or properties which is senior and prior are not also subject to the Liens thereon Lien of the Interim Notes Collateral Agent; Representative under the Notes Documents, subject to the Lien Priority set forth herein, then the ABL Representative (iiior the relevant ABL Secured Party) shall, without the Pari Passu Collateral Agent agrees, need for itself and on behalf of 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 further consent of any Obligor unless the Working Capital Facility Collateral Agent has been granted a Lien on such assets or properties which is senior other ABL Secured Party and prior notwithstanding anything to the Liens thereon contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of the Pari Passu Collateral Agent and Notes Representative as security for the Pari Passu Lenders; and Notes Obligations (iv) the parties hereto agree that, subject to the extent that Lien Priority and other terms hereof) and shall promptly notify the foregoing provisions Notes Representative in writing of this Section 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 existence of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(a) shall be subject to Section 4.1.such Lien. 2.5 [Reserved]

No New Liens. None of the Grantors shall, or shall permit any of its subsidiaries to, (a) After the incurrence of the Working Capital Facility Obligations and until so long as the Discharge of Working Capital Facility First Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations, the Third Lien Obligations at any time prior to the Cross-Collateral Release Date, and the Parent Third Lien Obligations at any time on and after the Cross-Collateral Release Date, (ii) grant or permit any additional Liens on any asset to secure any Parent Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations, the Second Lien Obligations, and, at any time prior to the Cross-Collateral Release Date, the Spinco Third Lien Obligations, (iii) grant or permit any additional Liens on any asset to secure any Spinco Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations, the Second Lien Obligations, and, at any time prior to the Cross-Collateral Release Date, the Parent Third Lien Obligations, or (iv) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, the Third Lien Obligations at any time prior to the Cross-Collateral Release Date, and the Parent Third Lien Obligations at any time on and after the Cross-Collateral Release Date, in each case, with each such Lien to be subject to the provisions of this Agreement; (b) after the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any Parent Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations and, at any time prior to the Cross-Collateral Release Date, the Spinco Third Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Spinco Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations and, at any time prior to the Cross-Collateral Release Date, the Parent Third Lien Obligations, or (iii) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Third Lien Obligations at any time prior to the Cross-Collateral Release Date, and the Parent Third Lien Obligations at any time on and after the Cross-Collateral Release Date, in each case, with each such Lien to be subject to the provisions of this Agreement; and (c) after the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations, (i) the Existing Notes Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any Parent Third Lien Obligations unless it has granted, for itself and on behalf of each Existing Notes Noteholderor concurrently therewith grants, that the Existing Notes Collateral Agent and each Existing 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 assets or properties which is senior and asset to secure the Spinco Third Lien Obligations at any time prior to the Liens thereon of the Notes Cross-Collateral Agent and the Noteholders; Release Date, or (ii) the Interim Notes Collateral Agent agreesgrant or permit any additional Liens on any asset to secure any Spinco Third Lien Obligations unless it has granted, for itself and on behalf of each Interim Notes Noteholderor concurrently therewith grants, 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 assets or properties which is senior and asset to secure the Parent Third Lien Obligations at any time prior to the Liens thereon of the Interim Notes Cross-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 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 Pari Passu Lenders; and (iv) the parties hereto agree that, to Release Date. To the extent that the foregoing provisions of this Section 2.5(a) the immediately preceding sentence are not complied with for any reason, after without limiting any other right or remedy available to the date hereofFirst Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, or the Third Lien Collateral Agent or the other Third Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees (i) upon written notice by any Grantor or the Secured Party receiving such amount or distribution (which notice may conclusively be relied on as true), that any amounts received by or distributed to the Existing Notes Collateral Agent and/or the Existing Notes Noteholdersany Second Lien Secured Party or Third Lien Secured Party, the Interim Notes Collateral Agent and/or the Interim Notes Noteholders or the Pari Passu Collateral Agent and/or the Pari Passu Lendersas applicable, or any of them pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.5(a) shall be subject to Section 4.14.02; (ii) if the First Lien Collateral Agent or any First Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any other Grantor which assets are not also subject to the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents (to the extent required in the immediately preceding sentence), then without the need for any further action or consent of any other Person, the First Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Second Lien Collateral Agent as security of the Second Lien Obligations, for the benefit of the Third Lien Collateral Agent as security for the Parent Third Lien Obligations prior to Cross-Collateral Release Date, and for the benefit of the Third Lien Collateral Agent as security for the Parent Third Lien Obligations on and after the Cross-Collateral Release Date, in each case subject to the lien subordination provisions set forth in this Agreement, (iii) if the Second Lien Collateral Agent or any Second Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any other Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents (to the extent required in the immediately preceding sentence), then without the need for any further action or consent of any other Person, the Second Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations, for the benefit of the Third Lien Collateral Agent as security for the Third Lien Obligations prior to Cross-Collateral Release Date, and for the benefit of the Third Lien Collateral Agent as security for the Parent Third Lien Obligations on and after the Cross-Collateral Release Date, in each case subject to the lien subordination provisions set forth in this Agreement; (iv) if the Third Lien Collateral Agent or any Third Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement; (v) if, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent or any other Parent Third Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any Grantor which assets are not also subject to the Lien of the Third Lien Collateral Agent under the Spinco Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Spinco Third Lien Secured parties as security for the Spinco Third Lien Obligations, subject to the lien priority provisions set forth in this Agreement; and (vi) if, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent or any Spinco Third Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any Grantor which assets are not also subject to the Lien of the Third Lien Collateral Agent under the Parent Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Parent Third Lien Secured Parties as security for the Parent Third Lien Obligations, subject to the lien priority provisions set forth in this Agreement. Notwithstanding anything in this Section 2.03 to the contrary, unless notified in writing by any Grantor, neither the First Lien Required Holders, the Second Lien Required Holders, the Parent Third Lien Required Holders or the Spinco Third Lien Required Holders, nor the First Lien Collateral Agent, the Second Lien Collateral Agent, or the Third Lien Collateral Agent shall be deemed to have knowledge of any action of the Grantor described in the first sentence of this Section 2.03 or action to be taken or deemed to have occurred pursuant to the second sentence of this Section 2.03.