Common use of No New Liens Clause in Contracts

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

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

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

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

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

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

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

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

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

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

No New Liens. The (a) Subject to the terms hereof, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its subsidiaries to, grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Section 4.01 and Section 4.02. (b) The existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be a difference in Collateral among any series, issue or class of Senior Obligations or Second Priority Debt Obligations.

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

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

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

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

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02.

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

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

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

No New Liens. The parties hereto agree that, so long as Until the Discharge of Senior Obligations has not occurredPriority Obligations, each Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, hereby agrees that: (ai) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second no Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Secured Party shall acquire or hold any Lien on any assets or property of any Grantor Credit Party securing any Second Junior Priority Obligations that Obligation which assets are not also subject to the first-priority Liens securing all Lien of each Senior Obligations Priority Agent under the Senior Collateral Priority Documents, subject to the Lien Priority set forth herein; and (ii) if any such Second Junior Priority Representative Secured Party shall (nonetheless and in breach hereof) acquire or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar hold any Lien on such any assets or property of any Credit Party securing any Junior Priority Obligation, which assets are not also subject to the Lien of each Senior Representative as security for Priority Agent under the Senior ObligationsPriority Documents, shall assign such Lien subject to the Designated Senior Representative as security Lien Priority set forth herein, then such Junior Priority Agent (or the relevant Junior Priority Creditor) shall, without the need for all Senior Obligations any further consent of any other Junior Priority Secured Party and notwithstanding anything to the contrary in any other Junior Priority Document, be deemed to also hold and have held such lien 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 Priority Agents as security for the Senior ObligationsPriority Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Senior Priority Agent in writing of the existence of such Lien.

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

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

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

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

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

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Second Priority Debt Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or property of any other Grantor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the | NY\1256666.8||| 038263-0065|| 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 Collateral Lender Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof andneed for any further consent of any party and notwithstanding anything to the contrary in any other document, unless be deemed to also hold and have held such Grantor shall promptly grant a similar lien for the benefit of the First Lien on such assets or property to each Senior Representative Agents as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Lender Claims (but may retain a junior lien on such assets or property subject to the lien priority and other terms hereof) and (ii) until such assignment or such grant shall promptly notify each First Lien Agent in writing of a similar Lien to each Senior Representative, shall be deemed to hold and have held the existence of such Lien for and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the benefit First Lien Agents (and/or each of each Senior Representative and the other Senior Secured Parties its designee) as security for the applicable Senior ObligationsLender Claims.

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

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

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

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

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

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

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

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

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of Until the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has grantedABL Obligations Payment Date, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt no Exit Convertible Notes Secured Party shall acquire or hold any Lien on any assets or property of any Grantor Credit Party securing any Second Priority Obligations that Exit Convertible Notes Obligation which assets are not also subject to the first-priority Liens securing all Senior Obligations Lien of the ABL Representative under the Senior Collateral ABL Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms Lien Priority set forth herein. If any Exit Convertible Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Exit Convertible Notes Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the Exit Convertible Notes Representative (or the relevant Exit Convertible Notes Secured Party) shall, without the need for any further consent of any other Exit Convertible Notes Secured Party and (ii) until such assignment or such grant of a similar Lien notwithstanding anything to each Senior Representativethe contrary in any other Exit Convertible Notes Document, shall be deemed to also hold and have held such Lien for the benefit of each Senior the ABL Representative and the other Senior Secured Parties as security for the Senior ObligationsABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Representative in writing of the existence of such Lien.

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurred, (a) the parties hereto agree that, (i) none of the Grantors Trustee, any Noteholder or any other holder of Second Priority Claims shall grant or permit acquire any additional Liens on any asset or property security interest in and shall have no interest in (including following avoidance of any Grantor to secure Lender Liens) any property, real or otherwise, of the Parents (other than partnership interests in the Company) or any proceeds thereof and (ii) after the date hereof, if the Trustee or any other holder of Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party Claims shall hold any Lien on any assets or property of any Grantor Obligor securing the Noteholder Claims or any other Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Senior Obligations prior Lien of the Secured Parties under the Senior Collateral Loan Documents, such Second Priority Representative or Second Priority Debt Party (i) shall the Trustee will notify the Designated Senior Representative promptly upon becoming aware thereof Administrative Agent in writing and, upon demand by the Administrative Agent, shall, either release such Lien or assign it to the Secured Parties as security for the Lender Claims (unless such Grantor the applicable Obligor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, in favor of such Secured Parties and such lien shall assign such Lien be prior to the Designated Senior Representative as security for all Senior Obligations for the benefit Lien of the Senior Secured Parties (but may retain a junior lien Trustee on such assets as a result of this Agreement or property subject to the terms hereofotherwise) and (iib) until each Obligor agrees it will not grant, and the Company agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets, in favor of the Trustee or the Noteholders or the holders of other Second Priority Claims unless such assignment or such grant of Obligor has granted a similar perfected prior Lien to each Senior Representative, shall be deemed to hold and have held on such Lien for assets in favor of the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior ObligationsParties.

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

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

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

No New Liens. The parties hereto agree that, so So long as the Discharge of Senior Obligations Lender Claims has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any each Second Priority Debt Obligation unless it has grantedAgent agrees, or concurrently therewith grants, a Lien for itself and on such asset or property behalf of such Grantor to secure the Senior Obligations; and (b) if any each applicable Second Priority Representative Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Second Priority Debt Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or property of any other Grantor securing any Second Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender NY\1176130.13||| 038263-0065|| Documents, then such Second Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated Senior Representative promptly upon becoming aware thereof andneed for any further consent of any party and notwithstanding anything to the contrary in any other document, unless be deemed to also hold and have held such Grantor shall promptly grant a similar lien for the benefit of the First Lien on such assets or property to each Senior Representative Agent as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Lender Claims (but may retain a junior lien on such assets or property subject to the lien priority and other terms hereof) and (ii) until such assignment or such grant shall promptly notify the First Lien Agent in writing of a similar Lien to each Senior Representative, shall be deemed to hold and have held the existence of such Lien for and in any event take such actions as may be requested by the benefit of each Senior Representative and First Lien Agent to assign or release such Liens to the other Senior Secured Parties First Lien Agent (and/or its designee) as security for the applicable Senior ObligationsLender Claims.

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

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

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

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

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

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

No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02.

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

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

No New Liens. The (a) Until the date upon which the discharge of DIP ABL obligations shall have occurred, the parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt that no DIP Term Secured Party shall acquire or hold any Lien on any assets or property of any Grantor credit party securing any Second Priority Obligations that DIP term obligation which assets are not also subject to the first-priority Liens securing all Senior Obligations Lien of the DIP ABL agent under the Senior Collateral DocumentsDIP ABL documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms Lien Priority set forth herein. If any DIP Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any credit party securing any DIP term obligation which assets are not also subject to the Lien of the DIP ABL agent under the DIP ABL documents, subject to the Lien Priority set forth herein, then the DIP Term Agent (or the relevant DIP Term Secured Party) shall, without the need for any further consent of any other DIP Term Secured Party and (ii) until such assignment or such grant of a similar Lien notwithstanding anything to each Senior Representative, shall the contrary in any other DIP term document be deemed to also hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties DIP ABL agent as security for the Senior ObligationsDIP ABL obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the DIP ABL agent in writing of the existence of such Lien.

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

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

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

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

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

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

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

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

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

No New Liens. The parties hereto agree thatSubject to Section 11.04 of the 1-1/2 Lien Notes Indenture and any corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of Senior Obligations Lender Claims has not occurred, (a) none of the Grantors parties hereto agree that, after the date hereof, each Second-Priority Agent shall grant not acquire or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets of the Company or property of any other Grantor securing any Second Second-Priority Obligations Claims that are not also subject to the first-priority Liens securing all Lien in respect of the Senior Obligations Lender Claims under the Senior Collateral Lender Documents. Subject to Section 11.04 of the 1-1/2 Lien Notes Indenture and any corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, if any Second-Priority Agent shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of the Company or any other Grantor 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 Second-Priority Representative or Second Priority Debt Party (i) shall notify Agent shall, without the Designated 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 Intercreditor Agent and the Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative Lenders as security for the Senior Obligations, Lender Claims (subject to the lien priority and other terms hereof) and shall promptly notify the Intercreditor Agent in writing of such Lien and in any event take such actions as may be requested by the Intercreditor Agent to assign or release such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties Intercreditor Agent (but may retain a junior lien on such assets or property subject to the terms hereofand/or its designee) 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 applicable Senior ObligationsLender Claims.