Common use of No New Liens Clause in Contracts

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof).

No New Liens. The parties hereto agree that it is their intention that Subject to the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims has not occurredterms hereof, the parties hereto agree that, after so long as the date hereofDischarge of First Lien Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, (1) grant any additional Liens on any asset or property of any Grantor to secure any Junior Lien Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First Lien Obligations, or (2) grant any additional Liens on any asset or property of any Grantor to secure any First Lien Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Lien Obligations; and (b) if any Subordinated Junior Lien Debt Representative or any Subordinated other Junior Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to the first priority Liens securing all First Priority LienLien Obligations under the First Lien Security Documents, such Subordinated Junior Lien Debt Representative or such Subordinated other Junior Lien Secured Party (i) shall notify the First Priority Lien Collateral Trustee Agent promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Debt Representative as security for the First Lien Obligations, shall assign such Lien shall be deemed to be assigned to the Collateral Agent as security for all First Priority Lien Collateral Trustee Obligations for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Parties (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment or such grant of a similar Lien to each First Lien Debt Representative, shall be deemed to hold and have held such Lien for the benefit of each First Lien Debt Representative and the other First Lien Secured Parties as security for the First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Debt Representative or any other First Lien Secured Party, each Junior Lien Debt Representative agrees, for itself and on behalf of the other Junior Lien Secured Parties, that any amounts received by or distributed to any Junior Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.14 shall be subject to Section 3.04.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Lender Claims has not occurred, (a) the parties hereto agree thatthat (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any of Borrower or any of its subsidiaries or any proceeds thereof and (ii) after the date hereof, if any Subordinated the Second Lien Debt Representative or any Subordinated Lien Secured Party Collateral Agent on behalf of the Noteholders, shall hold (to its actual knowledge), any Lien on any assets of the Company Borrower or any other Grantor of its subsidiaries securing any Subordinated Lien the Noteholder Claims that are not also subject to the prior Lien of the First Priority LienLien Creditors under the Loan Documents, such Subordinated the Second Lien Debt Representative or such Subordinated Lien Secured Party shall Collateral Agent will notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, Agent in writing and, upon demand by the First Priority Lien Collateral Trustee or the CompanyAgent, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or shall either release such Lien or assign it to the First Priority Lien Collateral Trustee (and/or its designee) Creditors as security for the applicable First Priority Lender Claims (in unless the case of an assignment, each Subordinated applicable Obligor shall promptly grant a similar Lien Debt Representative may retain a junior lien on such assets subject in favor of the First Lien Creditors and such Lien shall be prior to the terms hereof)Lien of the Second Lien Collateral Agent on such assets) and (b) each of Borrower and its subsidiaries agrees it will not grant, and the Guarantor agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets in favor of the Second Lien Collateral Agent or the Noteholders unless Borrower or such subsidiary has granted a similar perfected prior Lien on such assets in favor of the First Lien Creditors.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to:‌ (a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date Senior Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any Senior Lien Obligations if the Senior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Senior Lien Collateral Agent states in writing that the Senior Lien Loan Documents prohibit the Senior Lien Collateral Agent from accepting a Lien on such asset or property, or the Senior Lien Collateral Agent otherwise expressly declines in writing in its sole discretion to accept a Lien on such asset or property (any such prohibited or declined lien, a “Senior Lien Declined Lien”). (b) grant or permit any additional Liens on any asset or property to secure any Senior Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Junior Lien Obligations; provided that this provision will not be violated with respect to any Junior Lien Obligations if the Junior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any Subordinated asset or property and either the Company or the Junior Lien Debt Representative Collateral Agent states in writing that the Junior Lien Loan Documents prohibit the Junior Lien Collateral Agent from accepting a Lien on such asset or property, or the Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Junior Lien Declined Lien” and, together with the Senior Lien Declined Liens, the “Declined Liens”). If any Junior Lien Collateral Agent or any Subordinated Junior Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to the First Priority LienLiens securing all Senior Lien Obligations under the Senior Lien Collateral Documents, other than any Declined Liens, such Subordinated Junior Lien Debt Representative Collateral Agent or such Subordinated Junior Lien Secured Party Claimholder (i) shall notify the First Priority Senior Lien Collateral Trustee Agent promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the Senior Lien Collateral Agent as security for the Senior Lien Obligations, such Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority Senior Lien Secured Parties, Collateral Agent and the Grantorsother Senior Lien Claimholders, other than any Senior Lien Claimholders whose Senior Lien Loan Documents prohibit them from taking such Liens, as security for the Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Senior Lien Collateral Agent and/or the Senior Lien Claimholders, the Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder, agrees that any amounts received by their signatures heretoor distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. If any Senior Lien Collateral Agent or any Senior Lien Claimholder shall hold any Lien on any assets or property of any Grantor securing any Senior Lien Obligations that are not also subject to the Liens securing all Junior Lien Obligations under the Junior Lien Collateral Documents, other than any Declined Liens, such Senior Lien Collateral Agent or Senior Lien Claimholder (i) shall notify the Junior Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the Junior Lien Collateral Agent as security for the Junior Lien Obligations, such Senior Lien Collateral Agent and Senior Lien Claimholders shall be deemed to consent to hold and have held such assignment, and, upon demand by Lien for the First Priority benefit of the Junior Lien Collateral Trustee or Agent and the Companyother Junior Lien Claimholders, will execute and deliver all documents and agreements requested by the First Priority other than any Junior Lien Collateral Trustee to assign or release Claimholders whose Junior Lien Loan Documents prohibit them from taking such Lien to the First Priority Lien Collateral Trustee (and/or its designee) Liens, as security for the applicable First Priority Claims (Junior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Junior Lien Collateral Agent and/or the Junior Lien Claimholders, the Senior Lien Collateral Agent, on behalf of each Senior Lien Claimholder, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of the Senior Lien Obligations, cash and cash equivalents may be pledged to secure Senior Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Senior Lien Loan Documents without granting a Lien thereon to secure any Junior Lien Obligations.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets intended to be Common Collateral of the Company Parent Borrower or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First-Priority Collateral Agent and each other First Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First First-Priority Lien Collateral Trustee Agent (at the direction of the Required Lenders) or the CompanyParent Borrower, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First First-Priority Lien Collateral Trustee Agent (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof)) and until such Lien is released or assigned as provided in this sentence, such Second-Priority Representative shall be deemed to also hold and have held such Lien for the benefit of the First-Priority Collateral Agent and the other First-Priority Secured Parties as security for the First-Priority 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 First-Priority Representatives and/or the First-Priority Secured Parties, each Second-Priority Representative, on behalf of itself and the applicable Second-Priority Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Parent Borrower or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, the parties hereto agree thatthat the Company shall not: (a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure one or more Series of Senior Lien Obligations, after the date parties hereto agreeing that any such Lien shall be subject to Section 3.1 hereof; or (b) grant or permit any additional Liens on any asset or property to secure any Senior Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Junior Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Junior Lien Obligations if the applicable Junior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Junior Lien Collateral Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Junior Lien Obligations, if a “Junior Lien Declined Lien”). If any Subordinated Junior Lien Debt Representative Representative, any Junior Lien Collateral Agent or any Subordinated Junior Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to one or more first-priority Liens securing Senior Lien Obligations under the First Priority LienSenior Lien Collateral Documents, such Subordinated Junior Lien Debt Representative Representative, Junior Lien Collateral Agent or such Subordinated Junior Lien Secured Party Claimholder shall notify the First Priority Designated Senior Lien Representative promptly upon having actual knowledge thereof and, unless the Company shall promptly grant a similar Lien on such assets or property to each Senior Lien Collateral Trustee promptly upon becoming aware thereofAgent as security for the Senior Lien Obligations represented by it, such Junior Lien Representative, Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority each Senior Lien Secured PartiesRepresentative, Senior Lien Collateral Agent and the Grantorsother Senior Lien Claimholders, other than any Senior Lien Claimholders whose Senior Lien Documents prohibit them from taking such Liens, as security for the Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any one or more Senior Lien Representative, Senior Lien Collateral Agent and the Senior Lien Claimholders, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder represented by their signatures heretoit, 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 3.3 shall be subject to Section 5.2. Except as provided in the next paragraph, if any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder shall hold any Lien on any assets or property of the Company securing any Senior Lien Obligations that are not also subject to one or more Liens securing Junior Lien Obligations under the Junior Lien Collateral Documents, such Senior Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder shall notify each Junior Lien Representative promptly upon having actual knowledge thereof and, unless the Company shall promptly grant a similar Lien, other than any such Lien that would constitute a Junior Lien Declined Lien, on such assets or property to each Junior Lien Collateral Agent as security for the Junior Lien Obligations represented by it, such Senior Lien Representative, Senior Lien Collateral Agent and Senior Lien Claimholders shall be deemed to consent to hold and have held such assignmentLien for the benefit of each Junior Lien Representative, and, upon demand by the First Priority Junior Lien Collateral Trustee or Agent and the Company, will execute and deliver all documents and agreements requested by the First Priority other Junior Lien Collateral Trustee to assign or release such Lien Claimholders (subject to the First Priority priorities set forth herein), other than any Junior Lien Collateral Trustee (and/or its designee) Claimholders whose Junior Lien Documents prohibit them from taking such Liens, as security for the applicable First Priority Claims (in Junior Lien Obligations. To the case of an assignmentextent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any one or more Junior Lien Representative, Junior Lien Collateral Agent and the Junior Lien Claimholders, each Subordinated Senior Lien Debt Representative may retain and each Senior Lien Collateral Agent, on behalf of each Senior Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens granted in contravention of this Section 3.3 shall be subject to Section 5.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of Senior Lien Obligations, cash and cash equivalents may be pledged to secure Senior Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Senior Lien Documents without granting a Lien thereon to secure any other Senior Lien Obligations or any other Junior Lien Obligations.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Loan Party, the Company shall not: (a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Senior Lien Obligations, the parties hereto agree thatagreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated with respect to any particular Series of Senior Lien Obligations if the applicable Senior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Senior Lien Collateral Agent states in writing that the Secured Loan Documents under which such Senior Lien Collateral Agent is acting prohibit such Senior Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Senior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Senior Lien Obligations, after a “Senior Lien Declined Lien”); or (b) grant or permit any additional Liens on any asset or property to secure any Senior Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the date hereofJunior Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Junior Lien Obligations if the applicable Junior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Junior Lien Collateral Agent states in writing that the Secured Loan Documents under which such Junior Lien Collateral Agent is acting prohibit such Junior Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Junior Lien Obligations, if a “Junior Lien Declined Lien” and, together with the Senior Lien Declined Liens, the “Declined Liens”). If any Subordinated Junior Lien Debt Representative Representative, any Junior Lien Collateral Agent or any Subordinated Junior Lien Secured Party Claimholder in respect of any Series of Junior Lien Obligations shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to the First Priority LienLiens, other than any Declined Liens, securing the Senior Lien Obligations under the Collateral Documents in respect of all other Series of Senior Lien Obligations, such Subordinated Junior Lien Debt Representative Representative, Junior Lien Collateral Agent or such Subordinated Junior Lien Secured Party Claimholder shall notify the First Priority Senior Lien Collateral Trustee Representatives promptly upon becoming aware thereofthereof and, unless the Company shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to each Senior Lien Collateral Agent as security for the Senior Lien Obligations represented by it, such Junior Lien Representative, Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority each Senior Lien Secured PartiesRepresentative, Senior Lien Collateral Agent and the Grantorsother Senior Lien Claimholders, other than any Senior Lien Claimholders whose Senior Loan Documents prohibit them from taking such Liens, as security for the Senior Lien Obligations of such Senior Lien Claimholders. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Senior Lien Representative, Senior Lien Collateral Agent and/or the Senior Lien Claimholders, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder represented by their signatures heretoit, 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 2.3 shall be subject to Section 4.2. If any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder shall hold any Lien on any assets or property of the Company securing any Senior Lien Obligations that are not also subject to the junior-priority Liens, other than any Declined Liens, securing all Junior Lien Obligations under the Junior Lien Collateral Documents, such Senior Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder shall notify the Junior Lien Representatives promptly upon becoming aware thereof and, unless the Company shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to each Junior Lien Collateral Agent as security for the Junior Lien Obligations represented by it, such Senior Lien Representative, Senior Lien Collateral Agent and Senior Lien Claimholders shall be deemed to consent to hold and have held such assignmentLien for the benefit of each Junior Lien Representative, and, upon demand by the First Priority Junior Lien Collateral Trustee or Agent and the Companyother Junior Lien Claimholders, will execute and deliver all documents and agreements requested by the First Priority other than any Junior Lien Collateral Trustee to assign or release Claimholders whose Junior Lien Loan Documents prohibit them from taking such Lien to the First Priority Lien Collateral Trustee (and/or its designee) Liens, as security for the applicable First Priority Claims (in the case Junior Lien Obligations of an assignment, each Subordinated such Junior Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Claimholders.

No New Liens. The Until the Discharge of Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Term Loan Borrowers, the Revolving Credit Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that that: (a) Subject to Section 2.5 below, there shall be no Liens on any asset or property to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Subordinated Revolving Credit Obligations; or (b) subject to Section 2.5 below, there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien Collateral shall not be more expansive than on such asset or property also secures the First Priority Lien CollateralFixed Asset Obligations. So long To the extent any additional Liens are granted on any asset or property as the Discharge of First Priority Claims has not occurreddescribed above, the parties hereto priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Revolving Credit Claimholders and each Fixed Asset Collateral Agent, on behalf of the applicable Fixed Asset Claimholders, agree that, after the date hereofsubject to Section 2.5, if any Subordinated (i) such applicable Collateral Agent that has been granted such Lien Debt Representative or any Subordinated Lien Secured Party shall also hold any such Lien on any assets behalf of the Company or any other Grantor securing any Subordinated Lien Claims that are not also Collateral Agent subject to the First Priority Lien, such Subordinated Lien Debt Representative relative priorities set forth in Section 2.1 and (ii) any amounts received by or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any First Lien Obligations if the First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the First Lien Collateral Agent states in writing that the First Lien Loan Documents prohibit the First Lien Collateral Agent from accepting a Lien on such asset or property, or the First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “First Lien Declined Lien”). (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any Second Lien Obligations if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any Subordinated asset or property and the Second Lien Debt Representative Collateral Agent states in writing that the Second Lien Loan Documents prohibit the Second Lien Collateral Agent from accepting a Lien on such asset or property, or the Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). If any Second Lien Collateral Agent or any Subordinated Second Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Second Lien Claims Obligations that are not also subject to the first-priority Liens, other than any Declined Liens, securing all First Priority LienLien Obligations under the First Lien Collateral Documents, such Subordinated Second Lien Debt Representative Collateral Agent or such Subordinated Second Lien Secured Party Claimholder shall notify the First Priority Lien Collateral Trustee Agent promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the First Lien Collateral Agent as security for the First Lien Obligations, such Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, Collateral Agent and the Grantorsother First Lien Claimholders, other than any First Lien Claimholders whose First Lien Loan Documents prohibit them from taking such Liens, as security for the First Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of each Second Lien Claimholder, agrees that any amounts received by their signatures heretoor distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. If the First Lien Collateral Agent, any First Lien Lender or any First Lien Claimholder shall hold any Lien on any assets or property of any Grantor securing any First Lien Obligations that are not also subject to the second-priority Liens, other than any Declined Liens, securing all Second Lien Obligations under the Second Lien Collateral Documents, the First Lien Collateral Agent, such First Lien Lender or such First Lien Claimholder (i) shall notify the Second Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the Second Lien Collateral Agent as security for the Second Lien Obligations, the First Lien Collateral Agent, such First Lien Lender and First Lien Claimholders shall be deemed to consent hold and have held such Lien for the benefit of the Second Lien Collateral Agent and the other Second Lien Claimholders. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to such assignmentany of the Second Lien Collateral Agent and/or the Second Lien Claimholders, and, upon demand by the First Priority Lien Collateral Trustee Agent, on behalf of each First Lien Claimholder, agrees that any amounts received by or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee distributed to assign any of them pursuant to or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (a result of Liens granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.3 shall be subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and the GrantorsThird Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against SSCC or any other Grantor, SSCC and the other parties hereto agree that it is their intention that the Subordinated Lien Collateral none of SSCC and any other Grantor shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims has not occurredgrant, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien and no Secured Party shall accept, any additional Lien on any asset of SSCC or such other Grantor to secure any Obligation unless SSCC or such other Grantor has granted or concurrently grants a Lien on such asset to secure the other outstanding Obligations (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such additional Liens constitute ABL Collateral or Non-ABL Collateral); provided that, with respect to any Lien granted under a Term Loan Credit Mortgage or a Permitted Notes Mortgage with respect to any real property located in the State of New York, such Lien may be granted without a prior or concurrent grant of a Lien thereon to secure the Revolving Credit Obligations so long as, prior to the grant of such Lien under such Term Loan Credit Mortgage or Permitted Notes Mortgage, SSCC or the applicable Grantor shall have given notice thereof to the Revolving Credit Agent and the Revolving Credit Agent shall have notified SSCC that, pursuant to its authority under the Revolving Credit Agreement, the Revolving Credit Agent shall forego such grant of a Lien to secure the Revolving Credit Obligations; provided further that, with respect to any Lien granted under a Term Loan Collateral Document or a Revolving Credit Collateral Document with respect to any Rule 3-16 Collateral, such Lien may be granted without a prior or concurrent grant of a Lien thereon to secure the Permitted Notes Obligations so long as, prior to the grant of such Lien under such Term Loan Credit Collateral Document or Revolving Credit Collateral Document, SSCC or the applicable Grantor shall have given notice thereof to the Permitted Notes Agent and the Permitted Notes Agent shall have notified SSCC that, pursuant to its authority under the Permitted Notes Documents, the Permitted Notes Agent shall forego such grant of a Lien to secure the Permitted Notes Obligations. If a Junior Agent or a Junior Secured Party shall (nonetheless and in breach hereof) hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Junior Obligations that are not also subject to a Lien in respect of the First Priority LienPrior Obligations under the Prior Credit Documents and if the Discharge of Prior Obligations has not occurred, then such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify Junior Agent shall, without the First Priority Lien Collateral Trustee promptly upon becoming aware thereofneed for any further consent of any party and notwithstanding anything to the contrary in any other document, such Lien shall be deemed to be assigned to the First Priority also hold and have held such Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, Prior Agents as a security for the Prior Obligations (subject to the lien priority and the Grantors, by their signatures hereto, other terms hereof) and shall promptly following knowledge thereof notify the Prior Agents in writing of the existence of such Lien and in any event take such actions as may be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements reasonably requested by the First Priority Lien Collateral Trustee any Prior Agent to assign or release such Lien Liens to the First Priority Lien Collateral Trustee such Prior Agent (and/or its designee) as security for the applicable First Priority Claims Prior Obligations; provided that if the instructions of the Prior Agents conflict, the request of the Controlling Agent shall control. If a Prior Agent or a Prior Secured Party shall (nonetheless and in breach hereof) hold any Lien on any assets of any Grantor securing any Prior Obligations that are not also subject to a Lien in respect of the case Junior Obligations under the Junior Credit Documents and if the Discharge of an assignmentsuch Junior Obligations has not occurred, each Subordinated then such Prior Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien Debt Representative may retain for the benefit of the Junior Agents as a junior lien on such assets security for the Junior Obligations (subject to the lien priority and the other terms hereof)) and shall promptly following knowledge thereof notify the Junior Agents in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Prior Agent or any Prior Secured Parties, each Junior Agent, for itself and on behalf of its Related Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section shall be subject to Section 4.02. In furtherance of the foregoing, and without limiting Section 8.10, each Grantor agrees, upon request by the Agent with respect to Obligations of any Class, to identify the Collateral of any other Class that could reasonably constitute Common Collateral and the Grantors with respect thereto. For the avoidance of doubt and subject to Section 5.09, in the event letters of credit or bankers’ acceptances are cash collateralized in connection with the Discharge of Obligations of a Class pursuant to clause (d) of the definition of Discharge, such cash collateral shall no longer be required to secure the Obligations of any other Class.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor or subsidiary to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of such Grantor securing or subsidiary to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Second Lien Collateral Trustee or the Companyother Second Lien Secured Parties, will execute and deliver all documents and agreements requested by each of the First Priority Second Lien Collateral Trustee to assign or release such Trustee, for itself and on behalf of the other Second Lien to Secured Parties and the First Priority Third Lien Collateral Trustee (and/or its designee) Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as security for the applicable First Priority Claims (applicable, pursuant to or as a result of any Lien granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.03 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Senior Lender Claims has not occurred, (i) each Second Priority Representative agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative Borrower or any Subordinated Lien Secured Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Company Borrower or any other Grantor securing any Subordinated Lien Second Priority Claims that are not also subject to a Lien in respect of the First Senior Lender Claims under the Senior Lender Documents and (ii) each Senior Representative agrees, for itself and on behalf of each applicable Senior Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Borrower or any other Grantor securing any Senior Lender Claims that are not also subject to a Lien in respect of the Second Priority LienClaims under the Second Priority Documents, in each case with such Subordinated Lien Debt to be subject to the provisions of this Agreement. If a Second Priority Representative or such Subordinated Lien any Second Priority Secured Party shall notify (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to a Lien in respect of the First Senior Lender Claims under the Senior Lender Documents, then such Second Priority Lien Collateral Trustee promptly upon becoming aware thereofRepresentative shall, such Lien shall without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to be assigned to the First Priority also hold and have held such Lien Collateral Trustee for the benefit of the First Priority Senior Representatives as security for the Senior Lender Claims (subject to the Lien Secured Parties, priority and other terms hereof) and shall promptly notify the Grantors, by their signatures hereto, shall Senior Representatives in writing of the existence of such Lien and in any event take such actions as may be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee Senior Representatives to assign or release ensure that such Lien Liens are also granted to the First Priority Lien Collateral Trustee Senior Representatives (and/or its designeetheir designees) as security for the applicable First Senior Lender Claims. If a Senior Representative or any Senior Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral that is not also subject to a Lien in respect of the Second Priority Claims under the Second Priority Documents, then such Senior Representative shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Second Priority Representatives as security for the Second Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the Lien priority and other terms hereof)) and shall promptly notify the Second Priority Representatives in writing of the existence of such Lien and in any event take such actions as may be requested by the Second Lien Agents to ensure that such Liens are also granted to the Second Lien Agents (and/or their designees) as security for the Second Priority Claims.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, • so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, • grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (%5) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (%5) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept 5279325v2 such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (%4) grant or permit any additional Liens on any asset of a Grantor (other than Indenture Excluded Property) to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (%5) the Second Lien Obligations and has taken all actions required to perfect such Liens and (%5) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and, for the avoidance of doubt, this clause (iii) shall not apply to any Indenture Excluded Property, and • after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (%4) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (%4) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Second Lien Collateral Trustee or the Companyother Second Lien Secured Parties, will execute and deliver all documents and agreements requested by each of the First Priority Second Lien Collateral Trustee to assign or release such Trustee, for itself and on behalf of the other Second Lien to Secured Parties and the First Priority Third Lien Collateral Trustee (and/or its designee) Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as security for the applicable First Priority Claims (applicable, pursuant to or as a result of any Lien granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.03 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its Subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure (A) the Priority Lien Obligations (except to the extent otherwise permitted by the Priority Lien Documents) and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor or any of its Subsidiaries to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or such Subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Lien Debt Representative Grantor permit any of its Subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor or any Subordinated of its Subsidiaries to secure any Second Lien Secured Party shall hold Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor or such Subsidiary to secure the Third Lien Obligations and has taken all actions required to perfect such Liens, unless the Third Priority Collateral Trustee otherwise agrees; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any additional Liens on any asset of a Grantor or any other of its Subsidiaries to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor securing any Subordinated or such Subsidiary to secure the Second Lien Claims that are Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority LienLien Agent, such Subordinated Lien Debt Representative or such Subordinated the other Priority Lien Secured Party shall notify Parties, the First Priority Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee promptly upon becoming aware thereofor the other Third Lien Secured Parties, such Lien shall be deemed to be assigned to each of the First Priority Second Lien Collateral Trustee Trustee, for the benefit itself and on behalf of the First Priority other Second Lien Secured Parties, and the GrantorsThird Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that Subject to Section 11.03 of the Subordinated Second Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So Indebtedness, so long as the Discharge of First Priority Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Second-Priority Claims that are not also subject to the First Priority Lienfirst-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party Second-Priority Agent shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Priority Lien Collateral Trustee Intercreditor Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Intercreditor Agent (and/or its designee) as security for the applicable First Priority Senior Lender Claims (in the case of an assignment, each Subordinated Lien Debt Representative Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of the Second Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (a) grant or permit any Subordinated additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Priority Lien Agent to accept such Lien will not prevent EXXI from taking the Lien or (b) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Priority Lien Claims that are Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of EXXI to accept such Lien will not also prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured PartiesParties or EXXI, and the Grantors, EXXI agrees that any amounts received by their signatures hereto, or distributed to it pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed subject to consent Section 3.05(b). It is agreed that each Grantor may grant and permit to such assignment, and, upon demand by the First exist Liens on any and all Applicable Collateral in favor of Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Secured Parties pursuant to Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Security Documents.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against an Issuer or any other Grantor, the parties hereto agree thatthat the Issuers will not, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or and will not permit any other Grantor securing to: (a) grant or permit any Subordinated additional Liens on any asset or property to secure any Junior Lien Claims that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative Obligation unless it has granted or such Subordinated Lien Secured Party shall notify the First concurrently grants a Priority Lien Collateral Trustee promptly upon becoming aware thereofon such asset or property to secure all of the Priority Lien Obligations, the parties hereto agreeing that any such Lien shall be deemed subject to be assigned Section 2.3 hereof; provided that notwithstanding anything in this Agreement to the First contrary, cash and cash equivalents may be pledged to secure Priority Lien Obligations or Junior Lien Obligations, as applicable, consisting of reimbursement obligations in respect of letters of credit pursuant to the Priority Lien Documents or Junior Lien Documents, as applicable, without granting a Lien thereon to secure any Junior Lien Obligations or Priority Lien Obligations, as applicable; or (b) grant or permit any additional Liens on any asset or property to secure any Priority Lien Obligations unless it has granted or concurrently grants a Junior Lien on such asset or property to secure all of the Junior Lien Obligations; provided that this provision will not be violated if the Collateral Trustee Agent is given a reasonable opportunity to accept a Lien on any asset or property for the benefit of the First Junior Lien Secured Parties and the Collateral Agent states in writing that the Junior Lien Documents prohibit the Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Representative otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Priority Lien Secured Parties, and the GrantorsCollateral Agent, on behalf of the Junior Lien Secured Parties, agrees that any amounts received by their signatures hereto, or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.10 shall be deemed subject to consent Section 3.4. Notwithstanding the foregoing or Section 2.11, any Grantor may grant or permit Liens on cash or cash equivalents to the issuers of letters of credit (and/or any lenders participating in the facilities under which such assignment, and, upon demand by letters of credit are issued) to satisfy requirements set forth in the First Priority Lien Collateral Trustee reimbursement agreement for such letters of credit or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien related facilities with respect to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case cash collateralization of an assignment, each Subordinated Lien Debt Representative may retain such letters of credit without granting a junior lien on such assets subject cash or cash equivalents to the terms hereof)secure any other Secured Obligation.

No New Liens. The Subject to Section 2.6 hereof, the parties hereto agree that that, so long as the Discharge of First Lien Obligations has not occurred, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it is their intention that has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Subordinated Directing First Lien Collateral shall not be more expansive than Agent, a Lien on such asset or property of such Obligor to secure the First Priority Lien CollateralObligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that, after the date hereof, that if any Subordinated Second Lien Debt Representative Claimholder shall acquire or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor Obligor securing any Subordinated Second Lien Claims that Obligation which assets are not also subject to the first priority Lien of the First Priority LienLien Claimholders under the First Lien Collateral Documents, such Subordinated then, without limiting any other rights and remedies available to any First Lien Debt Representative Collateral Agent or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the applicable Second Lien Collateral Agent or such Subordinated Second Lien Secured Party shall notify Claimholder, as the First Priority Lien Collateral Trustee promptly upon becoming aware thereofcase may be, such Lien shall shall, without the need for any further consent of any person and notwithstanding anything to the contrary in any other document, be deemed to be assigned to the First Priority also hold and have held such Lien Collateral Trustee for the benefit of the applicable First Priority Lien Secured Parties, Collateral Agent and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) Claimholders as security for the First Lien Obligations (subject to the Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Agents in writing of the existence of such Lien (if and to the extent the applicable Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Directing First Priority Claims Lien Collateral Agent to assign such Liens to the Directing First Lien Collateral Agent (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Collateral Agent (and/or each of their respective designees) as security for the applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Collateral Agent or any other First Lien Claimholder, each Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Claimholders, that any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So so long as the Discharge of First Priority Claims Lien Obligations and the repayment in full, in cash, of Excess First Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after or shall permit any of its Subsidiaries to, (i) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless such Lien is in favor of the Second Lien Collateral Agent and such Grantor or such Subsidiary has granted, or concurrently therewith grants, a Lien on such asset in favor of the First Lien Administrative Agent to secure the First Lien Obligations, or (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligations (other than (x) assets in respect of which the Second Lien Collateral Agent has declined a Lien and (y) Liens on Cash Collateral (as defined in the First Lien Credit Agreement as in effect on the date hereof) to the extent the aggregate First Lien Principal Obligations secured by such Cash Collateral does not exceed the First Lien Cap)) unless such Lien is in favor of the First Lien Administrative Agent and such Grantor or such Subsidiary has granted, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any concurrently therewith grants, a Lien on any assets such asset in favor of the Company or Second Lien Collateral Agent (or, in respect of any other Grantor securing any Subordinated Cash Collateral (defined above), in favor of the First Lien Claims that are not also Administrative Agent) to secure the Second Lien Obligations, with each such Lien referenced in this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement, such Subordinated Lien Debt Representative in each case, subject to the terms and conditions hereof (including Sections 5.01 and 5.02 hereof). To the extent that the provisions of this Section 2.03 are not complied with for any reason, without limiting any other right or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned remedy available to the First Priority Lien Collateral Trustee for Administrative Agent or the benefit of the other First Priority Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the Grantorsother Second Lien Secured Parties, that any amounts received by their signatures hereto, or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.02.

No New Liens. The parties hereto agree that it is their intention that Subject to Section 11.04 of the Subordinated Second-Lien Collateral shall not be more expansive than Notes Indenture and the First corresponding provision of any Second-Priority Document relating to Future Second-Lien Collateral. So Indebtedness, so long as the Discharge of First Priority Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Second-Priority Claims that are not also subject to the First Priority Lienfirst-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party Second-Priority Agent shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Priority Lien Collateral Trustee Intercreditor Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Intercreditor Agent (and/or its designee) as security for the applicable First Priority Senior Lender Claims (in the case of an assignment, each Subordinated Lien Debt Representative Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.04 of the Second-Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien other Second-Priority Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to a First-Priority Lien in respect of the First First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien other Second-Priority Secured Party (as applicable) shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, be deemed to also hold and have held such Lien for the benefit of the First-Priority Collateral Agent and the First-Priority Secured Parties (and such assets shall be deemed to be assigned Common Collateral for all purposes hereof and subject to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Partieslien priority and other terms hereof), and shall notify the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the First First-Priority Lien Collateral Trustee Agent or the CompanyIssuer, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to either (i) release such Lien, or (ii) assign or release such Lien to the First First-Priority Lien Collateral Trustee Agent (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Issuer or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative, such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof. Notwithstanding anything to the contrary, the foregoing shall not apply with respect to any Series of Other First-Priority Obligations or Other Second-Priority Obligations that, by their terms, are not intended to be secured by all of the Common Collateral and, in particular, are not intended to be secured by such assets, but such limitation shall apply only to the extent of such assets (and the relevant Representatives may rely conclusively on a certificate to that effect provided to it by the Issuer upon its reasonable request without further inquiry).

No New Liens. The Subject to Section 2.6 hereof, the parties hereto agree that that, so long as the Discharge of First Lien Obligations has not occurred, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it is their intention that has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Subordinated Directing First Lien Collateral shall not be more expansive than Agent, a Lien on such asset or property of such Obligor to secure the First Priority Lien CollateralObligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that, after the date hereof, that if any Subordinated Second Lien Debt Representative Claimholder shall acquire or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor Obligor securing any Subordinated Second Lien Claims that Obligation which assets are not also subject to the first priority Lien of the First Priority LienLien Claimholders under the First Lien Collateral Documents, such Subordinated then, without limiting any other rights and remedies available to any First Lien Debt Representative Collateral Agent or the other First Lien Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the applicable Second Lien Collateral Agent or such Subordinated Second Lien Secured Party shall notify Claimholder, as the First Priority Lien Collateral Trustee promptly upon becoming aware thereofcase may be, such Lien shall shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to be assigned to the First Priority also hold and have held such Lien Collateral Trustee for the benefit of the applicable First Priority Lien Secured Parties, Collateral Agent and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by First Lien Claimholders as security for the First Priority Lien Obligations (subject to the Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Trustee Agents in writing of the existence of such Lien (if and to the extent the applicable Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the Company, will execute existence of such Lien) and deliver all documents and agreements in any event take such actions as may be reasonably requested by the Directing First Priority Lien Collateral Trustee Agent to assign or release such Lien Liens to the Directing First Priority Lien Collateral Trustee Agent (but may retain a junior Lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Collateral Agent (and/or its designeeeach of their respective designees) as security for the applicable First Priority Claims (in Lien Obligations. To the case extent that the provisions of an assignmentthe immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Collateral Agent or any other First Lien Claimholder, each Subordinated Second Lien Debt Representative may retain Collateral Agent agrees, for itself and on behalf of its Related Second Lien Claimholders, that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens so granted shall be subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims has Revolving Credit Obligations and the Discharge of Term Loan Obligations have not occurred, the parties hereto agree that, after the date hereof, if whether or not any Subordinated Lien Debt Representative Insolvency or any Subordinated Lien Secured Party shall hold any Lien on any assets Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that neither the Company nor any other Grantor securing nor any Subordinated other Subsidiary that is required to be a Grantor pursuant to the terms of the Term Loan Credit Documents, shall: (a) grant or permit any Liens on any of its property to secure any Term Loan Obligations unless it has granted or concurrently grants a Lien Claims on such property to secure the Revolving Credit Obligations; or (b) grant or permit any Liens on any of its property to secure any Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such property to secure the Term Loan Obligations (other than cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) pursuant to the terms of the Revolving Credit Agreement). To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions are not also subject to complied with for any reason, without limiting any other rights and remedies available hereunder, the First Priority LienRevolving Credit Facility Collateral Agent, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit on behalf of the First Priority Lien Secured PartiesRevolving Credit Claimholders, and the GrantorsTerm Loan Collateral Agent, on behalf of the Term Loan Claimholders, agree that any amounts received by their signatures hereto, or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ]13 of the Subordinated Lien Collateral shall not be more expansive than Initial Second-Priority Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Second-Priority Representative shall hold any Lien Debt Representative on any assets intended to be Common Collateral of the Company or any Subordinated other Grantor securing any Second-Priority Obligations that are not also subject to the first-priority Lien Secured Party in respect of the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign such Lien to the First-Priority Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [ ]14 of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First Lien in favor of each other Second-Priority Lien, Representative such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First any other Second-Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after or shall permit any of its Subsidiaries to, (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any Parity Junior Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of any Grantor to secure the date hereofPriority Lien Obligations or (b) subject to Section 10.01(b) of the Indenture, if grant or permit any Subordinated additional Liens on any asset or property to secure any Priority Lien Debt Representative Obligations unless it has granted, or any Subordinated concurrently therewith grants, a Lien Secured Party on such asset to secure the Parity Junior Lien Obligations, with each such Lien to be subject to the provisions of this Agreement; provided, that the Parity Junior Lien Collateral Agent agrees (on behalf of itself and the holders of Parity Junior Lien Obligations) that no holder of Parity Junior Lien Obligations shall hold obtain, permit or suffer to exist any Lien on any assets or property of any Grantor not subject to a Lien in favor of the Company Priority Lien Collateral Agent or any other Priority Lien Secured Party unless (i) the Priority Lien Collateral Agent, for the benefit of itself and the Priority Lien Secured Parties, also obtains a Lien on such assets or property or (ii) the Priority Lien Collateral Agent declines in a writing to the Parity Junior Lien Collateral Agent to obtain a Lien on such assets; and provided, further, that in the event that the Parity Junior Lien Collateral Agent or any holder of Parity Junior Lien Obligations obtains such a Lien on any assets or property of Holdings or any other Grantor securing any Subordinated Lien Claims in contravention of this Section 2.4 that are do not also subject to secure the First Priority LienLien Obligations, such Subordinated the Parity Junior Lien Debt Representative or such Subordinated Lien Secured Party shall Collateral Agent will immediately notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, Agent in writing of such Lien and shall be deemed to be assigned either (i) release such Lien or (ii) assign such Lien to the First Priority Lien Collateral Trustee Agent for the benefit of the First Priority Lien Secured Parties as security for the Priority Lien Obligations (unless Holdings or the applicable Grantor, as applicable, shall promptly grant a similar Lien on such assets or property to the Priority Lien Collateral Agent for the benefit of the Priority Lien Secured Parties and such Lien shall be prior to the Lien of the Parity Junior Lien Collateral Agent on such assets or property as a result of this Agreement or otherwise). To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Collateral Agent or the other Priority Lien Secured Parties, the Parity Junior Lien Collateral Agent agrees, for itself and on behalf of the Grantorsholders of Parity Junior Lien Obligations, that any amounts received by their signatures hereto, or distributed to the Parity Junior Lien Collateral Agent or any holder of Parity Junior Lien Obligations pursuant to or as a result of any Lien granted in contravention of this Section shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 2.11.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Senior Lender Claims has not occurredoccurred (a) none of the Grantors shall (i) grant or permit any additional Liens on any asset or property of any Grantor to secure any Noteholder Claim unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the parties hereto agree thatSenior Lender Claims or (ii) subject to Section 11.01(b) of the Indenture and other than with respect to any Grantor (other than the Company and the Issuer) that is not a Note Guarantor (as defined in the Indenture), after grant or permit any additional Liens on any asset or property to secure any Senior Lender Claims unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the date hereofNoteholder Claims, with each such Lien to be subject to the provisions of this Agreement; and (b) if any Subordinated Lien Debt Representative the Trustee or any Subordinated Lien Secured Party Noteholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Lien Noteholder Claims that are not also subject to the First Priority Lienfirst-priority Lien securing Senior Lender Claims under the Senior Lender Documents, such Subordinated Lien Debt Representative the Trustee or such Subordinated Lien Secured Party the applicable Noteholder (i) shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien shall be deemed to be assigned on such assets or property to the First Priority Lien Collateral Trustee Intercreditor Agent as security for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures heretoSenior Lender Claims, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) Intercreditor Agent as security for the applicable First Priority Senior Lender Claims (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment or such grant of a similar Lien to the Intercreditor Agent, shall be deemed to hold and have held such Lien for the benefit of the Intercreditor Agent as security for the Senior Lender Claims.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Debt has not occurred, none of the ABL Loan Parties shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, or substantially concurrently therewith shall grant, a lien on such asset to secure the ABL Debt or grant any additional Liens on any assets to secure the ABL Debt unless it has granted, or substantially concurrently therewith shall grant, a Lien on such asset to secure the Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the date hereofDischarge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, if none of the ABL Loan Parties shall grant any Subordinated Lien additional Liens on any asset to secure any Excess ABL Debt Representative unless it has granted, or any Subordinated Lien Secured Party substantially concurrently therewith shall hold any grant, a Lien on such asset to secure the Noteholder Debt. To the extent that the provisions of this Section 2.3 are not complied with for any assets of reason, without limiting any other right or remedy available to the Company ABL Lender or any other Grantor securing any Subordinated Lien Claims that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien ABL Secured Party shall notify or the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent or any Noteholder Secured Party, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee Agent agrees, for the benefit itself and on behalf of the First Priority Lien other Noteholder Secured Parties, and the GrantorsABL Lender agrees, for itself and on behalf of the other ABL Secured Parties, that any amount received by their signatures hereto, or distributed to any Noteholder Secured Party or any ABL Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms Section 3 hereof).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations (except to the extent otherwise permitted by the Priority Lien Documents) and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated action to perfect any additional Liens to secure any Second Lien Secured Party shall hold any Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens, unless the Third Priority Collateral Trustee otherwise agrees; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Third Lien Claims that are Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority LienLien Agent, such Subordinated Lien Debt Representative or such Subordinated the other Priority Lien Secured Party shall notify Parties, the First Priority Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee promptly upon becoming aware thereofor the other Third Lien Secured Parties, such Lien shall be deemed to be assigned to each of the First Priority Second Lien Collateral Trustee Trustee, for the benefit itself and on behalf of the First Priority other Second Lien Secured Parties, and the GrantorsThird Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The Subject to Section 2.6 hereof, the parties hereto agree that that, so long as the Discharge of First Lien Obligations has not occurred, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it is their intention that has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Subordinated First Lien Collateral shall not be more expansive than Agent, a Lien on such asset or property of such Obligor to secure the First Priority Lien CollateralObligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that, after the date hereof, that if any Subordinated Second Lien Debt Representative Claimholder shall acquire or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor Obligor securing any Subordinated Second Lien Claims that Obligation which assets are not also subject to the first priority Lien of the First Priority LienLien Claimholders under the First Lien Collateral Documents, then, without limiting any other rights and remedies available to the First Lien Collateral Agent or the other First Lien Claimholders, the Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that the Second Lien Collateral Agent, such Subordinated Second Lien Debt Representative or such Subordinated Second Lien Secured Party shall notify Claimholder, as the First Priority Lien Collateral Trustee promptly upon becoming aware thereofcase may be, such Lien shall shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to be assigned to the First Priority also hold and have hold such Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, Collateral Agent and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by First Lien Claimholders as security for the First Priority Lien Obligations (subject to the Lien priority and other terms hereof) and shall promptly notify the First Lien Collateral Trustee Agent in writing of the existence of such Lien (if and to the extent the Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the Company, will execute existence of such Lien) and deliver all documents and agreements in any event take such actions as may be reasonably requested by the First Priority Lien Collateral Trustee Agent to assign or release such Lien Liens to the First Priority Lien Collateral Trustee Agent (but may retain a junior Lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the First Lien Collateral Agent (and/or its designeedesignees) as security for the applicable First Priority Claims (in Lien Obligations. To the case extent that the provisions of an assignmentthe immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or any other First Lien Claimholder, the Second Lien Collateral Agent and each Subordinated Second Lien Debt Representative may retain agrees, for itself and on behalf of its Related Second Lien Claimholders, that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens so granted shall be subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of that the Company or shall not, and shall not permit any other Grantor securing to: (a) grant or permit any Subordinated additional Liens on any asset or property to secure any Second Lien Claims that are not also subject Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Priority LienLien Obligations, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, parties hereto agreeing that any such Lien shall be deemed subject to Section 2.1 hereof; provided that this provision will not be assigned violated with respect to any particular Series of First Lien Obligations if the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for Documents in respect thereof prohibit the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain Collateral Agent from accepting a junior lien Lien on such assets subject asset or property or such First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series of First Lien Obligations (so long as the terms hereofsame remains prohibited or declined)., a “First Lien Declined Lien”); or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Second Lien Obligations if the Second Lien Documents in respect thereof prohibit the applicable Second Lien Collateral Agent from accepting a Lien on such asset or property or such Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series of Second Lien

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to:‌ (a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Senior Lien Obligations, the parties hereto agree thatagreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any Senior Lien Obligations if the Senior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and the Senior Lien Collateral Agent expressly declines in writing in its sole discretion to accept a Lien on such asset or property (any such prohibited or declined lien, after a “Senior Lien Declined Lien”). (b) grant or permit any additional Liens on any asset or property to secure any Senior Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the date hereofJunior Lien Obligations; provided that this provision will not be violated with respect to any Junior Lien Obligations if the Junior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Junior Lien Collateral Agent states in writing that the Junior Lien Loan Documents prohibit the Junior Lien Collateral Agent from accepting a Lien on such asset or property, if or the Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any Subordinated such prohibited or declined lien, a “Junior Lien Debt Representative Declined Lien” and, together with the Senior Lien Declined Liens, the “Declined Liens”). If any Junior Lien Collateral Agent or any Subordinated Junior Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to the First Priority LienLiens securing all Senior Lien Obligations under the Senior Lien Collateral Documents, other than any Declined Liens, such Subordinated Junior Lien Debt Representative Collateral Agent or such Subordinated Junior Lien Secured Party Claimholder (i) shall notify the First Priority Senior Lien Collateral Trustee Agent promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the Senior Lien Collateral Agent as security for the Senior Lien Obligations, such Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority Senior Lien Secured Parties, Collateral Agent and the Grantorsother Senior Lien Claimholders, by their signatures heretoother than any Senior Lien Claimholders whose Senior Lien Loan Documents prohibit them from taking such Liens, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Senior Lien Collateral Agent and/or the Senior Lien Claimholders, the Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of the Senior Lien Obligations, cash and cash equivalents may be pledged to secure Senior Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Senior Lien Loan Documents without granting a Lien thereon to secure any Junior Lien Obligations.

No New Liens. The parties hereto agree that it is their intention that Subject to Section 11.03 of the Subordinated Existing Xxxxxx Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So Indebtedness, so long as the Discharge of First Priority Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Second-Priority Claims that are not also subject to the First Priority Lienfirst-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party Second-Priority Agent shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Priority Lien Collateral Trustee Intercreditor Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Intercreditor Agent (and/or its designee) as security for the applicable First Priority Senior Lender Claims (in the case of an assignment, each Subordinated Lien Debt Representative Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of the Existing Xxxxxx Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ]18 of the Subordinated Lien Collateral shall not be more expansive than Initial Second-Priority Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Second-Priority Representative shall 18 This section is intended to be the section that addresses the release of collateral. Table of Contents hold any Lien Debt Representative on any assets intended to be Common Collateral of the Company or any Subordinated other Grantor securing any Second-Priority Obligations that are not also subject to the first-priority Lien Secured Party in respect of the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign such Lien to the First-Priority Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [ ]19 of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First Lien in favor of each other Second-Priority Lien, Representative such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First any other Second-Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Prior Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if whether or not any Subordinated Lien Debt Representative Insolvency or any Subordinated Lien Secured Party shall hold any Lien on any assets of Liquidation Proceeding has been commenced by or against the Company or any other Grantor (except that any Liens securing DIP Financing shall be governed by Section 7.1 hereof not this Section 2.3), the parties hereto agree that the Company shall not, and shall not permit any Subordinated other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Term Obligation unless it has granted or concurrently grants a Lien Claims on such asset or property to secure all of the ABL Obligations, the parties hereto agreeing that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, any such Lien shall be deemed subject to Section 2.1 hereof; provided that this provision will not be assigned violated with respect to any Lien securing any Term Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or each such ABL Agent not receiving the Lien states in writing that the applicable ABL Loan Documents prohibit the ABL Agent from accepting a Lien on such asset or property, or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens, an “ABL Declined Lien”); or (b) grant or permit any additional Liens on any asset or property to secure any ABL Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Term Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any Lien securing any ABL Obligations if the Term Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Term Agent not receiving the Lien states in writing that the applicable Term Loan Documents prohibit the Term Agent from accepting a Lien on such asset or property, or the Term Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term Declined Lien” and, together with the ABL Declined Liens, the “Declined Liens”). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to (i) the ABL Agent and/or the ABL Claimholders or (ii) the Term Agent and/or the Term Claimholders, each agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the First Priority Lien Collateral Trustee for the benefit contrary, cash and cash equivalents may be pledged to secure ABL Obligations consisting of reimbursement obligations in respect of letters of credit and/or obligations permitted by Section 10.2.1(s) of the First Term Loan Agreement and Section 10.2.1(s) of the ABL Credit Agreement without granting a Lien thereon to secure any other ABL Obligations or any other Term Obligations (cash and cash equivalents so pledged, the “ABL Exclusive Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofCash Collateral”).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens (other than, for the date hereofavoidance of doubt, if Liens granted upon the occurrence of a Springing Event) on any asset of a Grantor to secure any Subordinated Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens (other than, for the avoidance of doubt, Liens granted upon the occurrence of a Springing Event), unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Priority Lien Agent to accept such Lien will not prevent the Subordinated Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Subordinated Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Subordinated Collateral Trustee to accept such Lien Claims that are will not also prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.05 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Subordinated Collateral Trustee or the Companyother Subordinated Secured Parties, will execute the Subordinated Collateral Trustee, for itself and deliver all documents and agreements requested on behalf of the other Subordinated Secured Parties agrees that any amounts received by the First Priority or distributed to any Subordinated Secured Party pursuant to or as a result of any Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.05 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than Until the First Priority Lien Collateral. So long as Lender Termination Date, (a) neither the Discharge Borrower nor any Guarantor shall grant (i) to the Second Lien Agent or any other Noteholder any Lien upon any assets or properties of any Obligor unless the First Priority Claims Lien Agent has not occurred, been granted a Lien on such assets or properties that is senior and prior to the Liens thereon of the Second Lien Agent and the other Noteholders and (ii) to the First Lien Agent or any First Lien Lender any Lien upon any assets or properties of any Obligor unless the Second Lien Agent has been granted a Lien on such assets or properties that is junior to the Liens thereon of the First Lien Agent and the First Lien Lenders and (b) the parties hereto agree that, after the date hereof, if any Subordinated the Second Lien Debt Representative Agent or any Subordinated Lien Secured Party other Noteholder shall nonetheless hold any Lien on any assets or properties of the Company or any other Grantor securing any Subordinated Lien Claims Obligor that are not also subject to the First Priority Lien, such Subordinated senior and prior Lien Debt Representative or such Subordinated Lien Secured Party shall notify of the First Priority Lien Collateral Trustee promptly Agent, the Second Lien Agent, upon becoming aware thereofdemand by the First Lien Agent, will either release (or cause the release of) such Lien or assign (or cause to be assigned) such Lien to the First Lien Agent, or otherwise execute appropriate documents and/or instruments reasonably requested by the First Lien Agent acknowledging and confirming that the Second Lien Agent (as applicable) holds (and shall be deemed to be assigned to the First Priority have held) such Lien Collateral Trustee and security interest for the benefit of the First Priority Lien Secured PartiesAgent as security for the First Lien Debt subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4. Until the GrantorsSecond Lien Lender Termination Date, if the First Lien Agent or any other First Lien Lender shall nonetheless hold any Lien on any assets or properties of any Obligor that are not also subject to the junior Lien of the Second Lien Agent, the First Lien Agent upon the request of the Second Lien Agent shall execute appropriate documents and/or instruments reasonably requested by their signatures hereto, the Second Lien Agent acknowledging and confirming that the First Lien Agent (as applicable) holds (and shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release have held) such Lien to and security interest for the First Priority benefit of the Second Lien Collateral Trustee (and/or its designee) Agent as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Noteholder Debt Representative may retain a junior lien on such assets subject to the terms hereof)priorities set forth herein, with any amounts received thereof subject to distribution under Section 4. Notwithstanding the foregoing, the First Lien Debt shall not be prohibited from being secured by any asset constituting Excluded Property that does not secure the Noteholder Debt.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any First Lien Obligations if the First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the First Lien Collateral Agent states in writing that the First Lien Loan Documents prohibit the First Lien Collateral Agent from accepting a Lien on such asset or property, or the First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “First Lien Declined Lien”). (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any Second Lien Obligations if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any Subordinated asset or property and either the Company or the Second Lien Debt Representative Collateral Agent states in writing that the Second Lien Loan Documents prohibit the Second Lien Collateral Agent from accepting a Lien on such asset or property, or the Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). If any Second Lien Collateral Agent or any Subordinated Second Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Second Lien Claims Obligations that are not also subject to the first-priority Liens, other than any Declined Liens, securing all First Priority LienLien Obligations under the First Lien Collateral Documents, such Subordinated Second Lien Debt Representative Collateral Agent or such Subordinated Second Lien Secured Party Claimholder (i) shall notify the First Priority Lien Collateral Trustee Agent promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to the First Lien Collateral Agent as security for the First Lien Obligations, such Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, Collateral Agent and the Grantorsother First Lien Claimholders, by their signatures heretoother than any First Lien Claimholders whose First Lien Loan Documents prohibit them from taking such Liens, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of each Second Lien Claimholder, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of the First Lien Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the First Lien Credit Agreement without granting a Lien thereon to secure any Second Lien Obligations.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor (except that any Liens securing DIP Financing shall be governed by Section 6.1 hereof not this Section 2.3), the parties hereto agree thatthat the Borrower shall not, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party and shall hold any Lien on any assets of the Company or not permit any other Grantor securing to: (a) grant or permit any Subordinated additional Liens on any asset or property of a Grantor to secure any Fixed Asset Obligation unless it has granted or concurrently grants a Lien Claims on such asset or property to secure all of the ABL Obligations, the parties hereto agreeing that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, any such Lien shall be deemed subject to Section 2.1 hereof; provided that this provision will not be assigned violated with respect to any Lien securing any Fixed Asset Obligations if each ABL Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrower or the ABL Collateral Agent not receiving the Lien states in writing that the applicable ABL Loan Documents prohibit such ABL Collateral Agent from accepting a Lien on such asset or property, or such ABL Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens, an “ABL Declined Lien”); or (b) grant or permit any additional Liens on any asset or property of a Grantor to secure any ABL Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Fixed Asset Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated with respect to any Lien securing any ABL Obligations if each Fixed Asset Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrower or each Fixed Asset Collateral Agent not receiving the Lien states in writing that the applicable Fixed Asset Loan Documents prohibit such Fixed Asset Collateral Agent from accepting a Lien on such asset or property, or such Fixed Asset Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Fixed Asset Declined Lien” and, together with the ABL Declined Liens, the “Declined Liens”). (c) To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to (i) the ABL Collateral Agents and/or the ABL Claimholders or (ii) the Fixed Asset Collateral Agents and/or the Fixed Asset Claimholders, each agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. (d) Notwithstanding anything in this Agreement to the First contrary, cash and cash equivalents may be pledged to secure letter of credit exposure, ABL Bank Product Obligations or ABL fledging Obligations, in each case, that constitute ABL Priority Obligations in accordance with the ABL Credit Agreement (as in effect on the date hereof) without granting a Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed thereon to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee secure any other ABL Obligations or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)any other Fixed Asset Obligations.

No New Liens. The Subject to Section 2.6 hereof, the parties hereto agree that that, so long as the Discharge of First Lien Obligations has not occurred, (a) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it is their intention that has granted, or concurrently therewith grants, through documentation in form and substance reasonably satisfactory to the Subordinated Directing First Lien Collateral shall not be more expansive than Agent, a Lien on such asset or property of such Obligor to secure the First Priority Lien CollateralObligations and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance reasonably satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that, after the date hereof, that if any Subordinated Second Lien Debt Representative Claimholder shall acquire or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor Obligor securing any Subordinated Second Lien Claims that Obligation which assets are not also subject to the first priority Lien of the First Priority LienLien Claimholders under the First Lien Collateral Documents, such Subordinated then, without limiting any other rights and remedies available to any First Lien Debt Representative or such Subordinated Collateral Agent and/or the other First Lien Secured Party Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, and each other Second Lien Claimholder (by its acceptance of the benefits of the Second Lien Financing Documents), shall (i) notify the Directing First Priority Lien Collateral Trustee Agent promptly upon becoming aware thereofthereof and, unless such Obligor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral Agent as security for the First Lien Obligations, shall assign such Lien shall be deemed to be assigned to the Directing First Priority Lien Collateral Trustee Agent as security for all First Lien Obligations for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Parties (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment of such Lien to the Directing First Lien Collateral Agent or such grant of a similar Lien to each First Lien Collateral Agent, shall be deemed to also hold and have held such Lien for the benefit of each First Lien Collateral Agent and the other First Lien Secured Parties as security for the applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Senior Obligations Repayment Date has not occurred, the parties hereto agree that, after the date hereof, if that (i) no Loan Party shall create any Lien on any assets of any Loan Party securing any Subordinated Obligation if these same assets are not subject to, and do not become subject to, a Lien Debt Representative securing any Senior Obligations and (ii) if the Subordinated Lender or any Subordinated Lien Secured Party Creditor shall acquire or hold any Lien on any assets of the Company or any other Grantor Loan Part), securing any Subordinated Lien Claims that Obligation which assets are not also subject to the First Priority Lienfirst-priority Lien of the Senior Agent under the Senior Documents, such then the Subordinated Lien Debt Representative Lender or such Subordinated Lien Secured Party shall notify Creditor will without the First Priority Lien Collateral Trustee promptly upon becoming aware thereofneed for any further consent of any other Subordinated Creditor, such Lien shall be deemed to be assigned notwithstanding anything to the First Priority contrary in any other Subordinated Document (unless the Senior Agent is granted a first priority Lien Collateral Trustee for in accordance with the benefit provisions of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to this Agreement) assign or release such Lien it to the First Priority Lien Collateral Trustee (and/or its designee) Senior Agent as security for the applicable First Priority Claims Senior Obligations (in which case the case of an assignment, each Subordinated Lien Debt Representative Lender may retain a junior lien on such assets subject to the terms hereof); provided that, until such time as the Subordinated Lender has assigned such Lien pursuant hereto, the Subordinated Lender shall be deemed to hold such Lien in trust for the Senior Agent for the benefit of the Senior Creditors. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Creditors, the Subordinated Creditors agree that any amounts distributable to or received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 3.4 shall be subject to Section 5.1.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Second Lien Collateral Trustee or the Companyother Second Lien Secured Parties, will execute and deliver all documents and agreements requested by each of the First Priority Second Lien Collateral Trustee to assign or release such Trustee, for itself and on behalf of the other Second Lien to Secured Parties and the First Priority Third Lien Collateral Trustee (and/or its designee) Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as security for the applicable First Priority Claims (applicable, pursuant to or as a result of any Lien granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.03 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of any Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated action to perfect any additional Liens to secure any Second Lien Secured Party shall hold any Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of a Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any other Grantor securing additional Liens on any Subordinated asset to secure any Third Lien Claims Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that are the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority LienLien Agent, such Subordinated Lien Debt Representative or such Subordinated the other Priority Lien Secured Party shall notify Parties, the First Priority Second Lien Collateral Trustee, the other Second Lien Secured Parties, the Third Lien Collateral Trustee promptly upon becoming aware thereofor the other Third Lien Secured Parties, such Lien shall be deemed to be assigned to each of the First Priority Second Lien Collateral Trustee Trustee, for the benefit itself and on behalf of the First Priority other Second Lien Secured Parties, and the GrantorsThird Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereofClosing Date, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company Borrower or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First First-Priority Lien Collateral Trustee Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First First-Priority Lien Collateral Trustee Agent or the CompanyBorrower, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First First-Priority Lien Collateral Trustee Agent (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Priority Representatives and/or the First-Priority Secured Parties, each Second-Priority Representative, on behalf of itself and the applicable Second-Priority Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Each Second-Priority Representative agrees that, after the Closing Date, if it shall hold any Lien on any assets of the Borrower or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative, such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against an Issuer or any other Grantor, the parties hereto agree thatthat the Issuers will not, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or and will not permit any other Grantor securing to: (a) grant or permit any Subordinated additional Liens on any asset or property to secure any Junior Lien Claims that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative Obligation unless it has granted or such Subordinated Lien Secured Party shall notify the First concurrently grants a Priority Lien Collateral Trustee promptly upon becoming aware thereofon such asset or property to secure all of the Priority Lien Obligations, the parties hereto agreeing that any such Lien shall be deemed subject to be assigned Section 2.3 hereof; provided that notwithstanding anything in this Agreement to the First contrary, cash and cash equivalents may be pledged to secure Priority Lien Obligations or Junior Lien Obligations, as applicable, consisting of reimbursement obligations in respect of letters of credit pursuant to the Priority Lien Documents or Junior Lien Documents, as applicable, without granting a Lien thereon to secure any Junior Lien Obligations or Priority Lien Obligations, as applicable; or (b) grant or permit any additional Liens on any asset or property to secure any Priority Lien Obligations unless it has granted or concurrently grants a Junior Lien on such asset or property to secure all of the Junior Lien Obligations; provided that this provision will not be violated if the Collateral Trustee Agent is given a reasonable opportunity to accept a Lien on any asset or property for the benefit of the First Junior Lien Secured Parties and the Collateral Agent states in writing that the Junior Lien Documents prohibit the Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Representative otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Priority Lien Secured Parties, and the GrantorsCollateral Agent, on behalf of the Junior Lien Secured Parties, agrees that any amounts received by their signatures hereto, or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.10 shall be deemed subject to consent Section 3.4. Notwithstanding the foregoing or Section 2.11, any Grantor may grant or permit Liens on cash or cash equivalents to the issuers of letters of credit (and/or any lenders participating in the facilities under which such assignment, and, upon demand by letters of credit are issued) to satisfy requirements set forth in the First Priority Lien Collateral Trustee reimbursement agreement for such letters of credit or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien related facilities with respect to the First Priority cash collateralization of such letters of credit without granting a Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject cash or cash equivalents to the terms hereof)secure any other Secured Obligation.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Second Lien Agent to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of any Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Agent from taking the Lien, or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Second Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated action to perfect any additional Liens to secure any Second Lien Secured Party shall hold any Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of a Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Agent from taking the Lien, or (ii) grant or permit any other Grantor securing additional Liens on any Subordinated asset to secure any Third Lien Claims Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that are the refusal or inability of the Second Lien Agent to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority LienLien Agent, such Subordinated Lien Debt Representative or such Subordinated the other Priority Lien Secured Party shall notify Parties, the First Priority Second Lien Agent, the other Second Lien Secured Parties, the Third Lien Collateral Trustee promptly upon becoming aware thereofor the other Third Lien Secured Parties, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit each of the First Priority Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, and the GrantorsThird Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any or any other Grantor, the parties hereto agree thatthat the Borrower will not, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or and will not permit any other Grantor securing to: (a) grant or permit any Subordinated additional Liens on any asset or property to secure any Parity Lien Claims that are not also subject Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereofObligations, the parties hereto agreeing that any such Lien shall be deemed subject to be assigned Section 2.3 hereof; and (b) except as set forth in the last paragraph of this Section 2.10, grant or permit any additional Liens on any asset or property to the First secure any Priority Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Parity Lien Obligations; provided that this provision will not be violated if the Collateral Trustee is given a reasonable opportunity to accept a Lien on any asset or property for the benefit of the First Parity Lien Secured Parties and the Collateral Trustee states in writing that the Parity Lien Documents prohibit the Collateral Trustee from accepting a Lien on such asset or property or the Parity Lien Representative otherwise expressly declines to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Priority Lien Secured Parties, and the GrantorsCollateral Trustee, on behalf of the Parity Lien Secured Parties, agrees that any amounts received by their signatures hereto, or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.10 shall be deemed subject to consent Section 3.4. Notwithstanding anything in this Agreement to such assignmentthe contrary (including any of the foregoing in this Section 2.10 and Section 2.11), and, upon demand by the First (i) cash and cash equivalents may be pledged to secure Priority Lien Collateral Trustee or Obligations consisting of reimbursement obligations in respect of letters of credit and swing line loans (and/or any obligations of lenders participating in the Company, will execute facilities under which such letters of credit are issued and deliver all documents and agreements requested by swing line loans made) pursuant to the First Priority Lien Collateral Trustee Documents without granting a Lien thereon to assign or release such Lien to the First secure any other Priority Lien Collateral Trustee Obligations, Parity Lien Obligations or any other Secured Obligation and (and/or its designeeii) as security for Holdings may grant Liens on the applicable First Priority Claims (equity interests and related rights in the case of an assignment, each Subordinated Borrower to secure Priority Lien Debt Representative may retain Obligations without granting a junior lien on such assets subject Lien thereon to the terms hereof)secure any Parity Lien Obligation.

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ] of the Subordinated Lien Collateral shall not be more expansive than Initial Second-Priority Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Second-Priority Representative shall hold any Lien Debt Representative on any assets intended to be Common Collateral of the Company or any Subordinated other Grantor securing any Second-Priority Obligations that are not also subject to the first-priority Lien in respect of the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the First-Priority Collateral Agent or the Company, will either (i) release such Lien or (ii) assign such Lien to the First-Priority Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Priority Representatives and/or the First-Priority Secured Party Parties, each Second-Priority Representative, on behalf of itself and the applicable Second-Priority Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Subject to Section [ ] of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First Lien in favor of each other Second-Priority Lien, Representative such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First any other Second-Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Lender Claims has not occurred, (a) the parties hereto agree thatthat (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any of Borrower or any of its subsidiaries or any proceeds thereof and (ii) after the date hereof, if any Subordinated the Second Lien Debt Representative or any Subordinated Lien Secured Party Collateral Agent on behalf of the Noteholders, shall hold (to its actual knowledge), any Lien on any assets of the Company Borrower or any other Grantor of its subsidiaries securing any Subordinated Lien the Noteholder Claims that are not also subject to the prior Lien of the First Priority LienLien Creditors under the Loan Documents, such Subordinated the Second Lien Debt Representative or such Subordinated Lien Secured Party shall Collateral Agent will notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, Agent in writing and, upon demand by the First Priority Lien Collateral Trustee or the CompanyAgent, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or shall either release such Lien or assign it to the First Priority Lien Collateral Trustee (and/or its designee) Creditors as security for the applicable First Priority Lender Claims (in unless the case of an assignment, each Subordinated applicable Obligor shall promptly grant a similar Lien Debt Representative may retain a junior lien on such assets subject in favor of the First Lien Creditors and such Lien shall be prior to the terms hereof)Lien of the Second Lien Collateral Agent on such assets) and (b) each of Borrower and its subsidiaries agrees it will not grant, and the Guarantor agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets in favor of the Second Lien Collateral Agent or the Noteholders unless Borrower or such subsidiary has granted a similar perfected prior Lien on such assets in favor of the First Lien Creditors. NINE-ARTICLE FORTY ENFORCEMENT.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor or subsidiary to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of such Grantor securing or subsidiary to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Second Lien Collateral Trustee or the Companyother Second Lien Secured Parties, will execute and deliver all documents and agreements requested by each of the First Priority Second Lien Collateral Trustee to assign or release such Trustee, for itself and on behalf of the other Second Lien to Secured Parties and the First Priority Third Lien Collateral Trustee (and/or its designee) Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as security for the applicable First Priority Claims (applicable, pursuant to or as a result of any Lien granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.03 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree thatthat (a) none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Second-Priority Obligation unless it has also granted, after or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the date hereof, First-Priority Obligations and (b) if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First senior and prior Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First Designated First-Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Designated First-Priority Lien Collateral Trustee Representative or the Company, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First Designated First-Priority Lien Collateral Trustee Representative (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof), pending the granting of a Lien thereon in favor of the applicable First-Priority Representatives, hold such Lien for the benefit of the applicable First-Priority Representatives (and/or their designees) as security for the applicable First-Priority Obligations (and each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First-Priority Representative and/or any First-Priority Secured Party, each Second-Priority Representative, on behalf of each Second-Priority Secured Party represented by it, 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 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ] of the Subordinated Lien Collateral shall not be more expansive than Initial Second-Priority Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets intended to be Common Collateral of the Company Parent, CSL Capital or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First Designated First-Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Designated First-Priority Lien Collateral Trustee Representative or the CompanyParent, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First Designated First-Priority Lien Collateral Trustee Representative (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof).. Subject to Section [ ] of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of Parent, CSL Capital or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof. 13

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (a) grant or permit any Subordinated additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Priority Lien Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (b) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Priority Lien Claims that are Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not also prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, the Second Lien Collateral Agent, for itself and on behalf of the Grantorsother Second Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Senior Obligations has not occurred, (a) none of the parties hereto agree thatGrantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Junior Debt Obligation unless it has granted, after or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the date hereofSenior Obligations; (b) subject to Section 2.06, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Debt Obligations; and (c) if any Subordinated Lien Debt Junior Representative or any Subordinated Lien Secured Junior Debt Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Lien Claims Junior Debt Obligations that are not also subject to the First Priority Lienfirst-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Subordinated Lien Debt Junior Representative or such Subordinated Lien Secured Junior Debt Party (i) shall notify the First Priority Lien Collateral Trustee Senior Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee Senior Representative as security for all Senior Obligations for the benefit of the First Priority Lien Senior Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Parties (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment or such grant of a similar Lien to the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Parties, the Representatives, on behalf of the Secured Parties of the Debt Facility for which it is acting, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) except with respect to Excluded Assets, grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Second Lien Collateral Trustee or the Companyother Second Lien Secured Parties, will execute and deliver all documents and agreements requested by each of the First Priority Second Lien Collateral Trustee to assign or release such Trustee, for itself and on behalf of the other Second Lien to Secured Parties and the First Priority Third Lien Collateral Trustee (and/or its designee) Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as security for the applicable First Priority Claims (applicable, pursuant to or as a result of any Lien granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.03 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that So long as the Discharge of Revolving Obligations has not occurred, the Borrowers shall not, and shall not permit any Guarantor to, (i) grant or permit any additional Liens on any asset or property to secure any Term Obligation unless it is their intention has granted a Lien on such asset or property to secure the Revolving Obligations, and (ii) grant or permit any additional Liens on any asset or property to secure any Revolving Obligations unless it has granted a Lien on such asset or property to secure the Term Obligations in each case with the respective priorities vis a vis Revolver Primary Collateral, Term Primary Collateral and Shared Collateral as set forth in Section 2.1 of this Intercreditor Annex. To the extent that the Subordinated Lien Collateral foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Agents and the Secured Parties, each of the Administrative Agent, on behalf of the Revolver Secured Parties and the Term Agent, on behalf of Term 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 2.3 shall not be more expansive than the First Priority Lien Collateralsubject to Section 4.2. So long as the Discharge of First Priority Claims Term Obligations has not occurred, the parties hereto agree thatBorrowers shall not, after the date hereofand shall not permit any Guarantor to, if (i) grant or permit any Subordinated Lien Debt Representative additional Liens on any asset or property to secure any Subordinated Lien Secured Party shall hold any Revolving Obligation unless it has granted a Lien on such asset or property to secure the Term Obligations, and (ii) grant or permit any assets additional Liens on any asset or property to secure any Term Obligations unless it has granted a Lien on such asset or property to secure the Revolving Obligations in each case with the respective priorities vis a vis Revolver Primary Collateral, Term Primary Collateral and Shared Collateral as set forth in Section 2.1 of this Intercreditor Annex. To the Company or extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing any Subordinated Lien Claims that are not also subject rights and remedies available to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify Agents and the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, each of the Term Agent, on behalf of the Term Secured Parties and the GrantorsAdministrative Agent, on behalf of Revolver Secured Parties, agree that any amounts received by their signatures hereto, or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So Subject to Section 5.01, so long as the Discharge of First First-Priority Claims Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienLien Obligations under the Senior Lender Documents, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party Second-Priority Agent shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Priority Lien Collateral Trustee Intercreditor Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Intercreditor Agent (and/or its designee) as security for the applicable First First-Priority Claims Lien Obligations (in the case of an assignment, each Subordinated Lien Debt Representative Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 5.01, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights or remedies available to the Intercreditor Agent or any of the Senior Lenders, the Second-Priority Agents and the Second-Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.03 shall be subject to Section 4.02.

No New Liens. The parties hereto agree that it is their intention that none of the Subordinated Lien Collateral Grantors shall, or shall not be more expansive than the First Priority Lien Collateral. So permit any of its subsidiaries to, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any SF1:727688 Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the parties hereto agree thatFirst Lien Obligations and the Third Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations and the Second Lien Obligations, or (iii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations and the Third Lien Obligations, and (b) after the date hereofDischarge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, if (i) grant or permit any Subordinated additional Liens on any asset to secure any Third Lien Debt Representative Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, (ii) grant or permit any Subordinated additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Third Lien Obligations, in each case, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees (i) that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section shall hold be subject to Section 4.02, (ii) if the Second Lien Collateral Agent or any Second Lien Secured Party acquires any Lien on any assets of the Parent, Company or any other Grantor securing any Subordinated Lien Claims that which assets are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify of the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent under the First Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents, such then without the need for any further action or consent of any other Person, the Second Lien Collateral Agent shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Third Lien Collateral Agent as security for the Third Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement and (iii) if the Third Lien Collateral Agent or any Third Lien Secured PartiesParty acquires any Lien on any assets of Parent, and Company or any Grantor which assets are not also subject to the GrantorsLien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, by their signatures heretothen without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to consent to hold and have held such assignment, and, upon demand by Lien for the benefit of the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by Agent as security of the First Priority Lien Obligations and for the benefit of the Second Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) Agent as security for the applicable First Priority Claims (Second Lien Obligations, in the each case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)lien subordination provisions set forth in this Agreement.

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ]2 of the Subordinated Lien Collateral shall not be more expansive than Initial Second-Priority Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets intended to be Common Collateral of the Company Companies or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First First-Priority Lien Collateral Trustee Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First First-Priority Lien Collateral Trustee Agent or the CompanyCompanies, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First First-Priority Lien Collateral Trustee Agent (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [ ]3 of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Companies or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or, in the case of clause (ii)(B), grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on such asset of such Grantor or subsidiary to secure (A) the Second Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of such Grantor or subsidiary to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant) or grants within 20 Business Days thereafter, a Lien on any assets such asset of such Grantor or subsidiary to secure the Third Lien Obligations and has taken all actions (or takes all actions) required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any other additional Liens on any asset of such Grantor securing or subsidiary to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor or subsidiary to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and the GrantorsThird Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, the parties hereto agree thatthat the Company shall not: (a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure one or more Series of Senior Lien Obligations, after the date parties hereto agreeing that any such Lien shall be subject to Section 3.1 hereof; or (b) grant or permit any additional Liens on any asset or property to secure any Senior Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Junior Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Junior Lien Obligations if the applicable Junior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Junior Lien Collateral Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Junior Lien Obligations, if a “Junior Lien Declined Lien”). If any Subordinated Junior Lien Debt Representative Representative, any Junior Lien Collateral Agent or any Subordinated Junior Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to one or more first-priority Liens securing Senior Lien Obligations under the First Priority LienSenior Lien Collateral Documents, such Subordinated Junior Lien Debt Representative Representative, Junior Lien Collateral Agent or such Subordinated Junior Lien Secured Party Claimholder shall notify the First Priority Designated Senior Lien Representative promptly upon having actual knowledge thereof and, unless the Company shall promptly grant a similar Lien on such assets or property to each Senior Lien Collateral Trustee promptly upon becoming aware thereofAgent as security for the Senior Lien Obligations represented by it, such Junior Lien Representative, Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority each Senior Lien Secured PartiesRepresentative, Senior Lien Collateral Agent and the Grantorsother Senior Lien Claimholders, other than any Senior Lien Claimholders whose Senior Lien Documents prohibit them from taking such Liens, as security for the Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any one or more Senior Lien Representative, Senior Lien Collateral Agent and the Senior Lien Claimholders, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder represented by their signatures heretoit, 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 3.3 shall be subject to Section 5.2. Except as provided in the next paragraph, if any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder shall hold any Lien on any assets or property of the Company securing any Senior Lien Obligations that are not also subject to one or more Liens securing Junior Lien Obligations under the Junior Lien Collateral Documents, such Senior Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder shall notify the Designated Junior Lien Representative promptly upon having actual knowledge thereof and, unless the Company shall promptly grant a similar Lien, other than any such Lien that would constitute a Junior Lien Declined Lien, on such assets or property to each Junior Lien Collateral Agent as security for the Junior Lien Obligations represented by it, such Senior Lien Representative, Senior Lien Collateral Agent and Senior Lien Claimholders shall be deemed to consent to hold and have held such assignmentLien for the benefit of each Junior Lien Representative, and, upon demand by the First Priority Junior Lien Collateral Trustee or Agent and the Company, will execute and deliver all documents and agreements requested by the First Priority other Junior Lien Collateral Trustee to assign or release such Lien Claimholders (subject to the First Priority priorities set forth herein), other than any Junior Lien Collateral Trustee (and/or its designee) Claimholders whose Junior Lien Documents prohibit them from taking such Liens, as security for the applicable First Priority Claims (in Junior Lien Obligations. To the case of an assignmentextent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any any one or more Junior Lien Representative, Junior Lien Collateral Agent and the Junior Lien Claimholders, each Subordinated Senior Lien Debt Representative may retain and each Senior Lien Collateral Agent, on behalf of each Senior Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens granted in contravention of this Section 3.3 shall be subject to Section 5.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of Senior Lien Obligations, cash and cash equivalents may be pledged to secure Senior Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Senior Lien Documents without granting a Lien thereon to secure any other Senior Lien Obligations or any other Junior Lien Obligations.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after the date hereofnor shall any Grantor permit any of its subsidiaries to, if (a) grant or permit any Subordinated additional Liens on any asset of a Grantor to secure any Junior Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor in favor of the Company Priority Lien Agent to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not prevent the Junior Lien Representative from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation (other than Liens on Cash Collateral to the extent the aggregate Priority Lien Obligations secured by such Cash Collateral does not exceed the Priority Lien Cap), or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor securing in favor of the Junior Lien Representative to secure the Junior Lien Obligations (or, in respect of any Subordinated Cash Collateral, to secure the Priority Lien Claims that are Obligations) and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Junior Lien Representative to accept such Lien will not also prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to Agent or the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, the Junior Lien Representative, for itself and on behalf of the Grantorsother Junior Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Junior Lien Secured Party, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ]32 of the Subordinated Lien Collateral shall not be more expansive than Initial Second-Priority Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets intended to be Common Collateral of the Company Parent, CSL Capital or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First Designated First-Priority Lien Collateral Trustee Representative promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Designated First-Priority Lien Collateral Trustee Representative or the CompanyParent, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First Designated First-Priority Lien Collateral Trustee Representative (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [ ]33 of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of Parent, CSL Capital or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets intended to be Common Collateral of the Company Companies or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First Designated First-Priority Lien Collateral Trustee Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Designated First-Priority Lien Collateral Trustee Agent or the CompanyCompanies, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First Designated First-Priority Lien Collateral Trustee Agent (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [ ]2 of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Companies or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Agent to accept such Lien will not prevent the Third Lien Collateral Agent from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent or the Third Lien Collateral Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated Lien Secured Party shall hold action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Company Third Lien Collateral Agent to accept such Lien will not prevent the Second Lien Collateral Agent from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor securing to secure any Subordinated Third Lien Claims that are Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Agent to accept such Lien will not also prevent the Third Lien Collateral Agent from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties and the GrantorsThird Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Parity Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Parity Lien Obligations, the parties hereto agree that, after agreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated with respect to any particular Series of Parity Lien Obligations if the date hereof, if applicable Parity Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any Subordinated asset or property and either the Company or such Parity Lien Collateral Agent states in writing that the Parity Lien Debt Representative Documents in respect thereof prohibit such Parity Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Parity Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Parity Lien Obligations, a “Parity Lien Declined Lien”); or (b) grant or permit any additional Liens on any asset or property to secure any Parity Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Junior Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Junior Lien Obligations if the applicable Junior Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Junior Lien Collateral Agent states in writing that the Junior Lien Debt Documents in respect thereof prohibit such Junior Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of Junior Lien Obligations, a “Junior Lien Declined Lien” and, together with the Parity Lien Declined Liens, the “Declined Liens”). If any Junior Lien Representative, any Junior Lien Collateral Agent or any Subordinated Junior Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to the First Priority Lienfirst-priority Liens, other than any Declined Liens, securing all Parity Lien Obligations under the Parity Lien Collateral Documents, such Subordinated Junior Lien Debt Representative Representative, Junior Lien Collateral Agent or such Subordinated Junior Lien Secured Party Claimholder shall notify the First Priority Designated Parity Lien Collateral Trustee Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to each Parity Lien Collateral Agent as security for the Parity Lien Obligations represented by it, such Junior Lien Representative, Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the First Priority each Parity Lien Secured PartiesRepresentative, Parity Lien Collateral Agent and the Grantorsother Parity Lien Claimholders, by their signatures heretoother than any Parity Lien Claimholders whose Parity Lien Debt Documents prohibit them from taking such Liens, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in Parity Lien Obligations. To the case of an assignmentextent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any Parity Lien Representative, Parity Lien Collateral Agent and/or the Parity Lien Claimholders, each Subordinated Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder represented by it, 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 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the contrary, prior to the Discharge of the Parity Lien Obligations, cash and cash equivalents may be pledged to secure Parity Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Parity Lien Debt Representative may retain Documents without granting a junior lien on such assets subject Lien thereon to the terms hereof)secure any other Parity Lien Obligations or any other Junior Lien Obligations.

No New Liens. The Until the Discharge of Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Borrowers or any other Grantor, the parties hereto acknowledge and agree that it is their intention that that: (a) subject to Section 2.5 below, there shall be no Liens on any asset or property of any Grantor to secure any Fixed Asset Obligation unless a Lien on such asset or property also secures the Subordinated Revolving Credit Obligations; or (b) subject to Section 2.5 below, there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien Collateral shall not be more expansive than on such asset or property also secures the First Priority Lien CollateralFixed Asset Obligations. So long To the extent any additional Liens are granted on any asset or property as the Discharge of First Priority Claims has not occurreddescribed above, the parties hereto priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secure the Revolving Credit Obligations or Fixed Asset Obligations, as applicable, without limiting any other rights and remedies available hereunder, the Revolving Credit Collateral Agent, on behalf of the Revolving Credit Claimholders and each Fixed Asset Collateral Agent, on behalf of the applicable Fixed Asset Claimholders, agree that, after the date hereofsubject to Section 2.5, if any Subordinated (i) such applicable Collateral Agent that has been granted such Lien Debt Representative or any Subordinated Lien Secured Party shall also hold any such Lien on any assets behalf of the Company or any other Grantor securing any Subordinated Lien Claims that are not also Collateral Agents subject to the First Priority Lien, such Subordinated Lien Debt Representative relative priorities set forth in Section 2.1 and (ii) any amounts received by or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Senior Obligations has not occurredoccurred (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Junior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the parties hereto agree that, after the date hereof, Senior Obligations; and (b) if any Subordinated Lien Debt Junior Representative or any Subordinated Lien Junior Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Lien Claims Junior Obligations that are not also subject to the First Priority Liensenior-priority Liens securing Senior Obligations under the Senior Collateral Documents, such Subordinated Lien Debt Junior Representative or such Subordinated Lien Junior Secured Party (i) shall notify the First Priority Lien Collateral Trustee Designated Senior Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien shall be deemed to be assigned on such assets or property to the First Priority Lien Collateral Trustee Senior Representatives as security for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures heretoSenior Obligations, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) Senior Representatives as security for the applicable First Priority Claims Senior Obligations (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment or such grant of a similar Lien to the Senior Representatives, shall be deemed to hold and have held such Lien for the benefit of the Senior Representatives as security for the Senior Obligations; provided, that this Section 2.04 shall not apply to any Series of Senior Obligations (including, without limitation, any series of SEC-registered secured debt securities of Holdings and its Subsidiaries that constitute Senior Obligations) to the extent the application of this Section 2.04 would require the filing of separate financial statements of any Affiliate of Holdings and its Subsidiaries with the SEC in order to comply with Rule 3-16 of Regulation S-X under the Securities Act, but only to the extent necessary to not be subject to such requirement of Rule 3-16 of Regulation S-X under the Securities Act and only for so long as such requirement is in existence.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (i) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, after nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (x) the date hereofPriority Lien Obligations and has taken all actions required to perfect such Liens and (y) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, if however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (b) grant or permit any Subordinated additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligation, or take any Subordinated action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien Secured Party on such asset of such Grantor to secure (x) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (y) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (c) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (x) the Second Lien Obligations and has taken all actions required to perfect such Liens and (y) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, (1) no Grantor shall hold any Lien be required to gxxxx x Xxxx on any assets of EPL and its Subsidiaries to secure the Company Second Lien Obligations or the Third Lien Obligations prior to the occurrence of the Disqualifying Condition Termination (as defined in the Second Lien Indenture) or on Excluded Assets (as defined in the Indenture Second Lien Security Documents) and (2) the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (ii) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, none of the Grantors shall, nor shall any other Grantor securing permit any Subordinated of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Claims that are Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not also prevent the Second Lien Collateral Trustee from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (i) and (ii) of this Section 2.03 to be subject to the First Priority Lienprovisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, such Subordinated Lien Debt Representative without limiting any other right or such Subordinated Lien Secured Party shall notify remedy available to the First Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First other Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Second Lien Collateral Trustee or the Companyother Second Lien Secured Parties, will execute and deliver all documents and agreements requested by each of the First Priority Second Lien Collateral Trustee to assign or release such Trustee, for itself and on behalf of the other Second Lien to Secured Parties and the First Priority Third Lien Collateral Trustee (and/or its designee) Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as security for the applicable First Priority Claims (applicable, pursuant to or as a result of any Lien granted in the case contravention of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets this Section 2.03 shall be subject to the terms hereofSection 3.05(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, (a) so long as the Discharge of First Priority Claims Lien Obligations has not occurred, none of the parties hereto agree thatGrantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional Liens securing any Third Lien Obligations, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens securing any Second Lien Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien; and (b) on and after the date hereofDischarge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if none of the Grantors shall, nor shall any Subordinated Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Debt Representative Obligations, or take any Subordinated action to perfect any additional Liens securing any Second Lien Secured Party shall hold any Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any assets such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Company Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any other additional Liens on any asset of a Grantor to secure any Third Lien Obligations, or take any action to perfect any additional Liens securing any Subordinated Third Lien Claims that are Obligations, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not also prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the First provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority LienLien Agent, such Subordinated Lien Debt Representative or such Subordinated the other Priority Lien Secured Party shall notify Parties, the First Priority Second Lien Collateral Trustee promptly upon becoming aware thereofor the other Second Lien Secured Parties, such Lien shall be deemed to be assigned to each of the First Priority Second Lien Collateral Trustee Trustee, for the benefit itself and on behalf of the First Priority other Second Lien Secured Parties, and the GrantorsThird Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by their signatures heretoor distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereofSection 3.03(b).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of the First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other First Lien Guarantor, the parties hereto agree thatthat the Borrowers shall not, after and shall not permit any other Second Lien Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (b) grant or permit any additional Liens on any asset or property to secure any of the First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided, however, that this provision will not be violated (i) if the Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any Subordinated asset or property and the Second Lien Debt Representative Collateral Agent states in writing that the Second Lien Documents prohibit the Second Lien Collateral Agent from accepting a Lien on such asset or any Subordinated property or the Second Lien Secured Party shall hold Collateral Agent otherwise expressly declines to accept a Lien on such asset or property or (ii) with respect to any Lien on any assets equity interests or other securities of any Affiliate of the Company released pursuant to the terms of the Seond Lien Documents; provided, further, however, in no event shall any Lien be granted on any asset or property of Intermediate Holdings to secure the Second Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing any Subordinated Lien Claims that are not also subject rights and remedies available to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify Collateral Agent and/or the First Priority Lien Claimholders, the Second Lien Collateral Trustee promptly upon becoming aware thereofAgent, such on behalf of Second Lien Claimholders, 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 2.3 shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that Subject to Section 11.03 of the Subordinated Second Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So Indebtedness, so long as the Discharge of First Priority Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Second-Priority Claims that are not also subject to the First Priority Lienfirst-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party Second-Priority Agent shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Priority Lien Collateral Trustee Intercreditor Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Intercreditor Agent (and/or its designee) as security for the applicable First Priority Senior Lender Claims (in the case of an assignment, each Subordinated Lien Debt Representative Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of the Second Secured Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent, such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date hereofFirst Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1; provided that this provision will not be violated with respect to any particular Series of First Lien Obligations if the First Lien Documents in respect thereof prohibit the applicable First Lien Collateral Agent from accepting a Lien on such asset or property or such First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any Subordinated such prohibited or declined Liens with respect to a particular Series of First Lien Debt Representative Obligations, a “First Lien Declined Lien”); or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations; provided that this provision will not be violated with respect to any particular Series of Second Lien Obligations if the Second Lien Documents in respect thereof prohibit the applicable Second Lien Collateral Agent from accepting a Lien on such asset or property or such Second Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Liens with respect to a particular Series of Second Lien Obligations, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). If any Second Lien Representative, any Second Lien Collateral Agent or any Subordinated Second Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Second Lien Claims Obligations that are not also subject to a first-priority Lien, (other than, with respect to any Series of First Lien Obligations, a First Lien Declined Lien with respect thereto), securing all First Lien Obligations under the First Priority LienLien Collateral Documents, then such Subordinated Second Lien Debt Representative Representative, Second Lien Collateral Agent or such Subordinated Second Lien Secured Party shall notify the Designated First Priority Lien Collateral Trustee Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien with respect to any Series of First Lien Obligations, on such assets or property to each First Lien Collateral Agent as security for the First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Secured Parties shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of each First Lien Representative, First Lien Collateral Agent and the other First Priority Lien Secured Parties, and the Grantorsother than any First Lien Secured Parties whose First Lien Documents prohibit them from taking such Liens, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in Lien Obligations. To the case of an assignmentextent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Representative, First Lien Collateral Agent and/or the First Lien Secured Parties, each Subordinated Second Lien Debt Representative may retain and each Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of First Lien Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the First Lien Documents without granting a Lien thereon to secure any other First Lien Obligations or any other Second Lien Obligations.

No New Liens. The Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Symmetry or any other Grantor, Symmetry and the other parties hereto agree that it is their intention that the Subordinated Lien Collateral neither Symmetry nor any other Grantor shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims has not occurredgrant, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien and no Secured Party shall hold accept, any additional Lien on any assets asset of the Company Symmetry or any such other Grantor securing to secure any Subordinated Obligation unless Symmetry or such other Grantor has granted or concurrently grants a Lien Claims that are not also on such asset to secure the other outstanding Obligations (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such additional Liens constitute ABL Collateral or Non-ABL Collateral); provided that, with respect to any Lien granted under a Senior Notes Mortgage with respect to any real property located in the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereofState of New York, such Lien shall may be deemed granted without a prior or concurrent grant of a Lien thereon to be assigned secure the Revolving Credit Obligations so long as, prior to the First Priority grant of such Lien Collateral Trustee under such Senior Notes Mortgage, Symmetry or the applicable Grantor shall have given notice thereof to the Revolving Credit Agent and the Revolving Credit Agent shall have notified Symmetry that, pursuant to its authority under the Revolving Credit Agreement, the Revolving Credit Agent shall forego such grant of a Lien to secure the Revolving Credit Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the benefit of Senior Agent or the First Priority Lien Senior Secured Parties, the Junior Agent, for itself and on behalf of the GrantorsJunior Secured Parties, agrees that any amounts received by their signatures hereto, or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.02.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Senior Lien Obligations has not occurred, (a) none of the parties hereto agree thatGrantors shall, after nor shall any Grantor permit any of its Subsidiaries to, grant, permit or suffer to exist any Lien on any of its assets or properties to secure any Junior Lien Obligation unless it has also granted, or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the date hereofSenior Lien Obligations; (b) none of the Grantors shall, nor shall any Grantor permit any of its Subsidiaries to, grant, permit or suffer to exist any Lien on any of its assets or properties to secure any Senior Lien Obligation unless it has also granted, or concurrently therewith also grants, a Lien on such asset or property of such Grantor to secure the Junior Lien Obligations; (c) if any Subordinated the Junior Lien Debt Representative or any Subordinated other Junior Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Junior Lien Claims Obligations that are not also subject to the First Priority LienLiens securing all Senior Lien Obligations under the Senior Lien Collateral Documents, such Subordinated the Junior Lien Debt Representative or such Subordinated Junior Lien Secured Party (i) shall notify the First Priority Senior Lien Collateral Trustee Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly also grant a similar Lien on such assets or property to the Senior Lien Representative as security for the Senior Lien Obligations, shall assign such Lien shall be deemed to be assigned to the First Priority Senior Lien Collateral Trustee Representative as security for all Senior Lien Obligations for the benefit of the First Priority Senior Lien Secured Parties, Parties (but may retain a junior Lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the Grantors, by their signatures heretoSenior Lien Representative, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute hold and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release have held such Lien to for the First Priority benefit of the Senior Lien Collateral Trustee (and/or its designee) Representative and the other Senior Lien Secured Parties as security for the applicable First Priority Claims Senior Lien Obligations; and (in d) if the case Senior Lien Representative or any other Senior Lien Secured Party shall hold any Lien on any assets or property of an assignmentany Grantor securing any Senior Lien Obligations that are not also subject to the Liens securing all Junior Lien Obligations under the Junior Lien Collateral Documents, each Subordinated the Senior Lien Debt Representative may retain or such Senior Lien Secured Party (i) shall notify the Junior Lien Representative promptly upon becoming aware thereof and (ii) until such Grantor shall grant a junior lien similar Lien on such assets or property to the Junior Lien Representative as security for the Junior Lien Obligations, shall be deemed to hold and have held such Lien for the benefit of the Junior Lien Representative and the other Junior Lien Secured Parties as security for the Junior Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Senior Lien Representative or any other Senior Lien Secured Party, the Junior Lien Representative agrees, for itself and on behalf of the other Junior Lien Secured Parties, that any amounts received by or distributed to any Junior Lien Secured Party pursuant to or as a result of any Lien granted or existing in contravention of this Section 2.04 shall be subject to the terms hereof)Article IV as though such asset were Shared Collateral.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Senior Creditor Claims has not occurredoccurred and subject to Section 6, each Second Priority Agent agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative Borrower or any Subordinated Lien Secured Party other Grantor, that it shall not acquire or hold any Lien on any assets of the Company Borrower or any other Grantor securing any Subordinated Lien Second Priority Claims that are not also subject to the First first-priority Lien in respect of the Senior Creditor Claims under the Senior Creditor Documents; provided that the foregoing shall not apply to any Regulation S-X Excluded Collateral (as defined in the Senior Collateral Agreement as in effect on the date hereof) to the extent any Series of Senior Creditor Claims is not given a Lien thereon pursuant to the applicable Senior Creditor Documents. If any Second Priority Lien, such Subordinated Lien Debt Representative Agent or such Subordinated Lien any Second Priority Secured Party shall notify (nonetheless and in breach hereof) acquire or hold any Lien on any collateral (other than any Regulation S-X Excluded Collateral) that is not also subject to the First first-priority Lien in respect of the Senior Creditor Claims under the Senior Creditor Documents, then such Second Priority Lien Collateral Trustee promptly upon becoming aware thereofAgent shall, such Lien shall without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to be assigned to the First Priority Lien Collateral Trustee also hold and have held such lien for the benefit of the First Priority Lien Secured Parties, Agents as security for the Senior Creditor Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the Grantors, by their signatures hereto, shall existence of such Lien and in any event take such actions as may be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the any First Priority Lien Collateral Trustee Agent to assign or release such Lien Liens to the First Priority Lien Collateral Trustee Agents (and/or its designeetheir designees) as security for the applicable Senior Creditor Claims or release such Liens. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Priority Claims (in the case of an assignmentLien Agent or any other Senior Creditor, each Subordinated Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien Debt Representative may retain granted in contravention of this Section 2.3 shall be subject to Section 4.1 and Section 4.2. This Section 2.3 shall not be violated with respect to any Senior Creditor Claims if the applicable First Lien Agent is given a junior lien reasonable opportunity to accept a Lien on any asset or property and either a Grantor or the applicable First Lien Agent states in writing that the applicable Senior Creditor Documents prohibit such First Lien Agent from accepting a Lien on such assets subject asset or property, or such First Lien Agent otherwise expressly declines to the terms hereof)accept a Lien on such asset or property.

No New Liens. The parties hereto agree that it is their intention that Subject to Section [ ]1 of the Subordinated Lien Collateral shall not be more expansive than Second-Priority Facility Agreement and the First corresponding provision of any other Second-Priority Lien Collateral. So Credit Document, so long as the Discharge of First First-Priority Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Second-Priority Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets intended to be Common Collateral of the Company Borrower or any other Grantor securing any Subordinated Lien Claims Second-Priority Obligations that are not also subject to the First first-priority Lien in respect of the First-Priority LienObligations under the First-Priority Documents, such Subordinated Lien Debt Second-Priority Representative or such Subordinated Lien Secured Party shall notify the First First-Priority Lien Collateral Trustee Agent 1 NTD: Insert cross-reference to lien release provision of Second-Priority Facility Agreement. promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First First-Priority Lien Collateral Trustee Agent or the CompanyBorrower, will execute and deliver all documents and agreements requested by the First Priority either (i) release such Lien Collateral Trustee to or (ii) assign or release such Lien to the First First-Priority Lien Collateral Trustee Agent (and/or its designee) as security for the applicable First First-Priority Claims Obligations (and, in the case of an assignment, each Subordinated Lien Debt Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [ ]2 of the Second-Priority Facility Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Borrower or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree thatthat the Company shall not, after the date hereof, if and shall not permit any Subordinated other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Debt Representative Obligation unless it has granted or any Subordinated Lien Secured Party shall hold any concurrently grants a Lien on such asset or property to secure the First Lien Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations other than the capital stock of the European First Lien Borrower unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. The Second Lien Collateral Agent, on behalf of the Second Lien Claimholders, acknowledges that (i) the obligations of the European First Lien Borrower under the First Lien Credit Agreement are secured by certain assets of, and the capital stock of, the European First Lien Borrower and may be secured by additional assets of the Company European First Lien Borrower and its Subsidiaries in the future (the "EUROPEAN FIRST LIEN COLLATERAL"), and (ii) notwithstanding Section 2.3, 2.4 or anything else in this Agreement to the contrary, neither the Second Lien Collateral Agent nor the Second Lien Claimholders shall be entitled to a Lien on the European First Lien Collateral and the European First Lien Collateral shall not constitute "Collateral" governed by this Agreement. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other Grantor securing any Subordinated Lien Claims that are not also subject rights and remedies available to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify Collateral Agent and/or the First Priority Lien Claimholders, the Second Lien Collateral Trustee promptly upon becoming aware thereofAgent, such on behalf of Second Lien Claimholders, 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 2.3 shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the applicable Discharge of First Priority Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative the Second Priority Noteholder Agent or the 2004 Noteholder Agent or any Subordinated Noteholder shall hold any Lien on any assets of the Company or any other Grantor that (a) would constitute Senior Lender First Lien Collateral if such assets were Senior Lender Collateral, (b) secure any Noteholder Claims and (c) are not also subject to the first-priority Lien of the Credit Agent under the Senior Lender Documents, then the Second Priority Noteholder Agent or the 2004 Noteholder Agent or such Noteholder, as applicable, upon demand by the Credit Agent or the Company, will either release such Lien or assign it to the Credit Agent as security for the Senior Lender Claims (in which case each of the Second Priority Noteholder Agent and the 2004 Noteholder Agent may retain a junior lien on such assets subject to the terms hereof). So long as the 2004 Notes First Priority Transition Date has not occurred, the parties hereto agree that, after the date hereof, if the Second Priority Noteholder Agent or the Credit Agent or any other 2004 Notes Second Priority Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing that (a) would constitute 2004 Notes First Lien Collateral if such assets were 2004 Noteholder Collateral, (b) secure any Subordinated Lien 2004 Notes Second Priority Claims that and (c) are not also subject to the First first-priority Lien of the 2004 Trustee under the 2004 Noteholder Documents, then the Second Priority Lien, such Subordinated Lien Debt Representative Noteholder Agent or the Credit Agent or such Subordinated Lien 2004 Notes Second Priority Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereofParty, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, andas applicable, upon demand by the First Priority Lien Collateral Trustee 2004 Noteholder Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or either release such Lien or assign it to the First Priority Lien Collateral Trustee (and/or its designee) 2004 Noteholder Agent as security for the applicable First Priority 2004 Noteholder Claims (in which case each of the case of an assignment, each Subordinated Lien Debt Representative Second Priority Noteholder Agent and the Credit Agent may retain a junior lien on such assets subject to the terms hereof).

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Senior Obligations has not occurred, (a) none of the parties hereto agree thatGrantors 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, after or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the date hereofSenior Obligations; (b) subject to Section 2.06, none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Priority Debt Obligations; and (c) if any Subordinated Lien Debt Second Priority Representative or any Subordinated Lien Secured Second Priority Debt Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Lien Claims Second Priority Debt Obligations that are not also subject to the First Priority Lienfirst-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Subordinated Lien Debt Second Priority Representative or such Subordinated Lien Secured Second Priority Debt Party (i) shall notify the First Priority Lien Collateral Trustee Senior Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee Senior Representative as security for all Senior Obligations for the benefit of the First Priority Lien Senior Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Parties (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative but may retain a junior lien on such assets or property subject to the terms hereof)) and (ii) until such assignment or such grant of a similar Lien to the Senior Representative, shall be deemed to hold and have held such Lien for the benefit of the Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Parties, the Representatives, on behalf of the Secured Parties of the Debt Facility for which it is acting, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 shall be treated in the same manner as set forth in Section 4.02.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Debt Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any or any Guarantor, the parties hereto agree thatthat the Borrower will not, after the date hereof, if and will not permit any Subordinated Guarantor to: (a) grant or permit any additional Liens on any asset or property to secure any Parity Lien Debt Representative Obligation unless it has granted or any Subordinated Lien Secured Party shall hold any concurrently grants a Lien on any assets such asset or property to secure all of the Company or any other Grantor securing any Subordinated Lien Claims that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify Obligations, the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, parties hereto agreeing that any such Lien shall be deemed subject to be assigned Section 2.3 hereof; provided that notwithstanding anything in this Agreement to the First contrary, prior to the Discharge of Priority Lien Collateral Trustee for Debt Obligations, cash and cash equivalents may be pledged to secure Priority Lien Debt Obligations consisting of reimbursement obligations in respect of letters of credit pursuant to the benefit Priority Lien Documents without granting a Lien thereon to secure any Parity Lien Debt Obligations; or (b) grant or permit any additional Liens on any asset or property to secure any Priority Lien Debt Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure all of the First Priority Parity Lien Secured PartiesDebt Obligations. Notwithstanding the foregoing or Section 2.11, and the Grantors, by their signatures hereto, shall be deemed Borrower or any Guarantor may grant or permit Liens on cash or cash equivalents to consent the issuers of letters of credit (and/or any lenders participating in the facilities under which such letters of credit are issued) to satisfy requirements set forth in the reimbursement agreement for such assignment, and, upon demand by the First Priority Lien Collateral Trustee letters of credit or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien related facilities with respect to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case cash collateralization of an assignment, each Subordinated Lien Debt Representative may retain such letters of credit without granting a junior lien on such assets subject cash or cash equivalents to the terms hereof)secure any other Secured Obligation.

No New Liens. The parties hereto agree that it is their intention that Subject to Section 11.03 of the Subordinated 1-1/2 Lien Collateral shall not be more expansive than Notes Indenture and the First corresponding provision of any Second-Priority Document relating to Future Second Lien Collateral. So Indebtedness, so long as the Discharge of First Priority Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Second-Priority Claims that are not also subject to the First Priority Lienfirst-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party Second-Priority Agent shall notify the First Priority Lien Collateral Trustee Intercreditor Agent promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, thereof and, upon demand by the First Priority Lien Collateral Trustee Intercreditor Agent or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee Intercreditor Agent (and/or its designee) as security for the applicable First Priority Senior Lender Claims (in the case of an assignment, each Subordinated Lien Debt Representative Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of the 1-1/2 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second Lien Indebtedness, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. The parties hereto hereto, and each of the Grantors, agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So that, so long as the Discharge of First Priority Claims Credit Agreement Obligations has not occurred, other than cash collateral granted to secure the parties hereto agree thatCredit Agreement Obligations in accordance with the terms of any First Lien Loan Document, after none of the date hereofGrantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Credit Agreement Obligation or Additional First Lien Obligation unless it has granted, if or concurrently therewith grants, or permits the grant of, a Lien on such asset or property of such Grantor to secure each other Series of First Lien Obligations. If any Subordinated Lien Debt Authorized Representative or any Subordinated First Lien Secured Party shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Credit Agreement Obligation or Additional First Lien Claims Obligation, as applicable, other than cash collateral granted to secure the First Lien Obligations in accordance with the terms of any Secured Credit Document, that are not also subject to Liens securing all other First Lien Obligations under the applicable First Priority LienLien Security Documents (the “Undersecured Obligations”), subject to Section 1.03, (A) such Subordinated Lien Debt Authorized Representative or such Subordinated First Lien Secured Party shall be deemed to hold and have held such Lien for the benefit of each Authorized Representative and the other First Lien Secured Parties in respect of Undersecured Obligations as security for such Person’s First Lien Obligations and (B) the Grantors shall notify the First Priority Lien Collateral Trustee Authorized Representative for the Undersecured Obligations promptly upon becoming aware thereof, of any Undersecured Obligations and shall promptly grant a similar Lien with the same priority on such Lien shall be deemed assets or property to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) each Authorized Representative as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof)Obligations.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as Until each of the Discharge of First Priority Claims Lien Obligations and the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, no Grantor shall: (a) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligations; (b) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations the parties hereto agree that, after the date hereof, if agreeing that any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing any Subordinated Lien Claims that are not also subject to the First Priority Lien, such Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed subject to Section 2.1; or (c) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations the parties hereto agreeing that any such Lien shall be assigned subject to Section 2.1; provided that this provision will not be violated if the First Lien Collateral Agent or the Second Lien Collateral Agent, as applicable, is given a reasonable opportunity to accept a Lien on any asset or property and any such First Lien Collateral Agent or Second Lien Collateral Agent expressly declines in writing to accept a Lien on such asset or property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Lien Controlling Collateral Trustee for Agent and/or the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in the case of an assignmentControlling Claimholders, each Subordinated Lien Debt Representative may retain Collateral Agent, for itself and on behalf of the respective Subordinated Claimholders, agrees that any amounts received by or distributed to any Subordinated Claimholder pursuant to or as a junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to the terms hereof)Section 4.2.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than Until the First Priority Lien Collateral. So long as Lender Termination Date, (a) neither the Discharge Borrower nor any Guarantor shall grant (i) to the Second Lien Agent or any other Noteholder any Lien upon any assets or properties of any Obligor unless the First Priority Claims Lien Agent has not occurred, been granted a Lien on such assets or properties that is senior and prior to the Liens thereon of the Second Lien Agent and the other Noteholders and (ii) to the First Lien Agent or any First Lien Lender any Lien upon any assets or properties of any Obligor unless the Second Lien Agent has been granted a Lien on such assets or properties that is junior to the Liens thereon of the First Lien Agent and the First Lien Lenders and (b) the parties hereto agree that, after the date hereof, if any Subordinated the Second Lien Debt Representative Agent or any Subordinated Lien Secured Party other Noteholder shall nonetheless hold any Lien on any assets or properties of the Company or any other Grantor securing any Subordinated Lien Claims Obligor that are not also subject to the First Priority Lien, such Subordinated senior and prior Lien Debt Representative or such Subordinated Lien Secured Party shall notify of the First Priority Lien Collateral Trustee promptly Agent, the Second Lien Agent, upon becoming aware thereofdemand by the First Lien Agent, will either release (or cause the release of) such Lien or assign (or cause to be assigned) such Lien to the First Lien Agent, or otherwise execute such documents and/or instruments reasonably requested by the First Lien Agent acknowledging and confirming that the Second Lien Agent (as applicable) holds (and shall be deemed to be assigned to the First Priority have held) such Lien Collateral Trustee and security interest for the benefit of the First Priority Lien Secured PartiesAgent as security for the First Lien Debt subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4. Until the GrantorsSecond Lien Lender Termination Date, if the First Lien Agent or any other First Lien Lender shall nonetheless hold any Lien on any assets or properties of any Obligor that are not also subject to the junior Lien of the Second Lien Agent, the First Lien Agent upon the request of the Second Lien Agent shall execute such documents and/or instruments as may be reasonably necessary or as reasonably requested by their signatures hereto, the Second Lien Agent acknowledging and confirming that the First Lien Agent (as applicable) holds (and shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release have held) such Lien to and security interest for the First Priority benefit of the Second Lien Collateral Trustee (and/or its designee) Agent as security for the applicable First Priority Claims (in the case of an assignment, each Subordinated Lien Noteholder Debt Representative may retain a junior lien on such assets subject to the terms hereof)priorities set forth herein, with any amounts received thereof subject to distribution under Section 4. Notwithstanding the foregoing, the First Lien Debt shall not be prohibited from being secured by any asset constituting Excluded Property that does not secure the Noteholder Debt.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Claims Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree thatthat the Company shall not, after and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the date First Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. If any Second Lien Representative, if any Subordinated Second Lien Debt Representative Collateral Agent or any Subordinated Second Lien Secured Party Claimholder shall hold any Lien on any assets or property of the Company or any other Grantor securing any Subordinated Second Lien Claims Obligations that are not also subject to the first-priority Liens, other than any Declined Liens, securing all First Priority LienLien Obligations under the First Lien Collateral Documents, such Subordinated Second Lien Debt Representative Representative, Second Lien Collateral Agent or such Subordinated Second Lien Secured Party Claimholder (i) shall notify the Designated First Priority Lien Collateral Trustee Representative promptly upon becoming aware thereofthereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a Declined Lien, on such assets or property to each First Lien Collateral Agent as security for the First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to be assigned to the First Priority hold and have held such Lien Collateral Trustee for the benefit of the each First Priority Lien Secured PartiesRepresentative, First Lien Collateral Agent and the Grantorsother First Lien Claimholders, by their signatures heretoother than any First Lien Claimholders whose First Lien Loan Documents prohibit them from taking such Liens, shall be deemed to consent to such assignment, and, upon demand by the First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release such Lien to the First Priority Lien Collateral Trustee (and/or its designee) as security for the applicable First Priority Claims (in Lien Obligations. To the case of an assignmentextent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Representative, First Lien Collateral Agent and/or the First Lien Claimholders, each Subordinated Second Lien Debt Representative may retain and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a junior lien on such assets result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the terms hereof)contrary, prior to the Discharge of the First Lien Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the First Lien Loan Documents without granting a Lien thereon to secure any other First Lien Obligations or any other Second Lien Obligations.

No New Liens. The parties hereto agree that it is their intention that the Subordinated Lien Collateral shall not be more expansive than the First Priority Lien Collateral. So long as the Discharge of First Priority Lender Claims has not occurred, (a) the parties hereto agree thatthat (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any Obligor or any proceeds thereof and (ii) after the date hereof, if any Subordinated the Second Lien Debt Representative or any Subordinated Lien Secured Party Collateral Agent shall hold any Lien on any assets of any Obligor securing the Company or any other Grantor securing any Subordinated Lien Noteholder Claims that are not also subject to the prior Lien of the First Priority LienLien Creditors under the Credit Documents, such Subordinated the Second Lien Debt Representative or such Subordinated Lien Secured Party shall Collateral Agent will notify the First Priority Lien Collateral Trustee promptly upon becoming aware thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, Agent in writing and, upon demand by the First Priority Lien Collateral Trustee or the CompanyAgent, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or shall either release such Lien or assign it to the First Priority Lien Collateral Trustee (and/or its designee) Creditors as security for the applicable First Priority Lender Claims (in unless the case of an assignment, each Subordinated applicable Obligor shall promptly grant a similar Lien Debt Representative may retain a junior lien on such assets subject in favor of the First Lien Creditors and such Lien shall be prior to the terms hereof)Lien of the Second Lien Collateral Agent on such assets) and (b) each Obligor agrees it will not grant, and the Guarantor agrees it will not permit its Subsidiaries to grant, any Lien on any of its assets in favor of the Second Lien Collateral Agent or the Noteholders unless such Obligor has granted a similar perfected prior Lien on such assets in favor of the First Lien Creditors.