Common use of No New Liens Clause in Contracts

No New Liens. So long as the Discharge of Senior Indebtedness has not occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to 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.

No New Liens. So The parties hereto agree that, (a) so long as the Discharge of Senior Indebtedness Priority Lien Obligations has not occurred, (a) the Term Administrative Agent, on behalf none of the Term ClaimholdersGrantors shall, hereby agrees that neither the Term Administrative Agent nor shall any Term Claimholder will accept Grantor permit any of its subsidiaries to, (i) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Second Third Lien Obligation Obligation, or take any action to perfect any additional Liens, unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith grants (or offers to grant), a senior Lien on such asset or property of such Grantor to secure (A) the Senior Indebtedness, Priority Lien Obligations and has taken all actions required to perfect such Liens and (bB) the Senior Indebtedness RepresentativeSecond Lien Obligations and has taken all actions required to perfect such Liens; provided, on behalf however, the refusal or inability of the Senior Revolving ClaimholdersPriority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept (ii) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Senior Indebtedness Second Lien Obligation, or take any action to perfect any additional Liens, unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith grants (or offers to grant), a junior 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 property inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations. Any 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 referred to will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in the first sentence clauses (a) and (b) of this Section 2.3 shall 2.03 to be subject to the provisions of Section 2.1 and Section 3. 1this Agreement. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativePriority Lien Agent, the Senior Revolving Claimholdersother Priority Lien Secured Parties, the Term Administrative Agent and/or Second Lien Collateral Trustee or the Term Claimholdersother Second Lien Secured Parties, each of the Senior Indebtedness RepresentativeSecond Lien Collateral Trustee, for itself and on behalf of the Senior Revolving Claimholders, other Second Lien Secured Parties and the Term Administrative AgentThird Lien Collateral Trustee, for itself and on behalf of Term Claimholdersthe other Third Lien Secured Parties, hereby agrees that any amounts received by or distributed to any of them Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 2.03 shall be subject to Section 4.23.05(b).

No New Liens. So long as the Discharge of Senior Indebtedness has Revolving Credit Obligations and the Discharge of Secured Debt Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Revolving Credit Agent, Revolving Credit Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Priority Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior Indebtedness, and Priority Lien Obligations; (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Parity Lien Obligations, unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Secured Debt Obligations (except, with respect to Parity Lien Obligations, Separate Collateral); or (c) grant or permit any additional Liens on any asset or property to secure any Revolving Credit Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Priority Lien Obligations. Any such Lien referred To the extent any additional Liens are granted on any asset or property pursuant to in the first sentence of this Section 2.3 2.3, the priority of such additional Liens shall be subject to the provisions of determined in accordance with Section 2.1 (and Section 3. 1with respect to priorities among the Parity Liens and Priority Liens, also the terms of the Collateral Trust Agreement). To In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to hereunder, the Senior Indebtedness Revolving Credit Agent, the Collateral Trustee and each Secured Debt Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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.

No New Liens. So long as the Discharge of Senior Indebtedness has ABL Obligations and the Discharge of Noteholder Obligations have not occurred, whether or not any Insolvency Proceeding has been commenced by or against the Company or any other Grantor, the ABL Agent, the ABL Secured Parties, the Collateral Agent and the Note Claimholders, each acknowledge and agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation ABL Obligations (other than any Rule 3-16 Capital Interests and any ABL Exclusive Real Property) unless the Borrower or such Guarantor Grantor has granted or concurrently grants (or offered to grant with a senior reasonable opportunity for such Lien to be accepted) a Lien on such asset or property to secure all of the Senior Indebtedness, and Noteholder Obligations; or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Noteholder Obligations (other than any Noteholder Exclusive Real Property) unless the Borrower or such Guarantor Grantor has granted or concurrently grants (or offered to grant with a junior reasonable opportunity for such Lien to be accepted) a Lien on such asset or property to secure the Second Lien ABL Obligations. Any such Lien referred To the extent any additional Liens are granted on any asset or property (other than the ABL Exclusive Real Property, the Noteholder Exclusive Real Property and the Rule 3-16 Capital Stock) pursuant to in the first sentence of this Section 2.3 2.3, the priority of such additional Liens shall be subject determined in accordance with Section 2.1. In addition, to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative ABL Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees Collateral Agent agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted or permitted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything herein to the contrary, the parties agree that (i) Noteholder Exclusive Real Property shall not be pledged to secure any ABL Obligations, (ii) ABL Exclusive Real Property and the Rule 3-16 Capital Stock shall not be pledged to secure any Noteholder Obligations and (iii) that the provisions of this Section 2.3 shall not apply to any ABL Exclusive Real Property and Noteholder Exclusive Real Property.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst Lien Obligations, and the parties hereto agreeing that any such Lien shall be subject to Section 2.1; and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior 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 each Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the applicable Second Lien Collateral Agent states in writing that the applicable Second Lien Documents prohibit such 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 lien, a “Second Lien Declined Lien”). Any such If either Second Lien referred to in the first sentence Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens securing all First Lien Obligations under the First Lien Collateral Documents, the applicable Second Lien Collateral Agent or Second Lien Claimholder (i) shall notify the First Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the First Lien Collateral Agent as security for the First Lien Obligations, such Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the First Lien Collateral Agent and Section 3. 1the other 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 Xxxx Xxxxxxxxxxx. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative any First Lien Collateral Agent and/or the Term First Lien Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Second Lien Collateral Agent, on behalf of Term Claimholderseach Second Lien Claimholder, hereby 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.

No New Liens. So The parties hereto agree that, (a) so long as the Complete Discharge of Senior Indebtedness Priority Lien Obligations has not occurred, (a) the Term Administrative Agent, on behalf none of the Term ClaimholdersGrantors shall, hereby agrees that neither the Term Administrative Agent nor shall any Term Claimholder will accept Grantor permit any of its subsidiaries to, (i) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Second Third Lien Obligation Obligation, or take any action to perfect any additional Liens, unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith grants (or offers to grant), a senior Lien on such asset or property of such Grantor to secure (A) the Senior Indebtedness, Priority Lien Obligations and has taken all actions required to perfect such Liens and (bB) the Senior Indebtedness RepresentativeSecond Lien Obligations and has taken all actions required to perfect such Liens; provided, on behalf however, the refusal or inability of the Senior Revolving ClaimholdersPriority Lien Agent or the Second Lien Collateral Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept (ii) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Senior Indebtedness Second Lien Obligation, or take any action to perfect any additional Liens, unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith grants (or offers to grant), a junior 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 property inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (iii) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however, (i) no Grantor shall be required to xxxxx x Xxxx on any Excluded Assets and (ii) the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligations unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of a Grantor to secure the Second Lien Obligations. Any 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 referred to will not prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in the first sentence clauses (a) and (b) of this Section 2.3 shall 2.03 to be subject to the provisions of Section 2.1 and Section 3. 1this Agreement. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativePriority Lien Agent, the Senior Revolving Claimholdersother Priority Lien Secured Parties, the Term Administrative Agent and/or Second Lien Collateral Trustee or the Term Claimholdersother Second Lien Secured Parties, each of the Senior Indebtedness RepresentativeSecond Lien Collateral Trustee, for itself and on behalf of the Senior Revolving Claimholders, other Second Lien Secured Parties and the Term Administrative AgentThird Lien Collateral Trustee, for itself and on behalf of Term Claimholdersthe other Third Lien Secured Parties, hereby agrees that any amounts received by or distributed to any of them Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 2.03 shall be subject to Section 4.23.05(b).

No New Liens. So The parties hereto agree that, (a) so long as the Discharge of Senior Indebtedness Priority Lien Obligations has not occurred, (a) the Term Administrative Agent, on behalf none of the Term ClaimholdersGrantors shall, hereby agrees that neither the Term Administrative Agent nor shall any Term Claimholder will accept Grantor permit any of its subsidiaries to, (i) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Second Lien Obligation Obligation, or take any action to perfect any additional Liens, unless the Borrower or such Guarantor it has granted granted, a senior Lien on such asset or property of such Grantor to secure the Senior Indebtedness, Priority Lien Obligations and has taken all actions required to perfect such Liens; or (bii) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Senior Indebtedness Priority Lien Obligation, or take any action to perfect any additional Liens, unless the Borrower or such Guarantor it has granted granted, a junior Lien on such asset or property of such Grantor to secure the Second Lien Obligations. Any 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 referred will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to grant or permit any additional Liens on any asset of a Grantor to secure any Series of Second Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the other Series of Second Lien Obligations; provided, however, the refusal or inability of the Second Lien Collateral Agent for such other Series of Second Lien Debt to accept such Lien will not prevent such Second Lien Collateral Agent from taking the Lien, with each such Lien as described in the first sentence clauses (a) and (b) of this Section 2.3 shall 2.03 to be subject to the provisions of Section 2.1 and Section 3. 1this Agreement. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativePriority Lien Agent, the Senior Revolving Claimholdersother Priority Lien Secured Parties, the Term Administrative Second Lien Collateral Agent and/or or the Term Claimholdersother Second Lien Secured Parties, each of the Senior Indebtedness RepresentativeSecond Lien Collateral Agent, for itself and on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby other Second Lien Secured Parties agrees that any amounts received by or distributed to any of them Second Lien Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 2.03 shall be subject to Section 4.23.05(b).

No New Liens. So long as the Discharge of Senior Indebtedness Secured Obligations with respect to any Senior Secured Obligation has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to, grant any Lien on any of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Subsidiary, has granted (aor offered to grant with a reasonable opportunity for such Lien to be accepted) the Term Administrative Agent, a corresponding Lien on behalf such property in favor of the Term Claimholdersholders of the Senior Secured Obligations with respect to such property; provided, hereby agrees that neither however, notwithstanding the Term Administrative Agent nor foregoing, the refusal of any Term Claimholder will such holder of Senior Secured Obligations to accept or receive from a Lien on any property of any Grantor shall not prohibit the Borrower taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall acquire any Lien on any property of any Grantor or any Guarantor of their respective Subsidiaries constituting Junior Secured Obligations Collateral securing any Junior Secured Obligations which property is not also subject to the Lien of the holders of Senior Secured Obligations with respect to such property, then such holders of Junior Secured Obligations shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Junior Document (x) hold and be deemed to have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to secure any Second Lien Obligation unless this Section 2.14, the Borrower or priority of such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject determined in accordance with Section 2.1. In addition, to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available to the Senior Indebtedness Representativeunder this Agreement, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term ClaimholdersABL Agent, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Pari Term Loan Debt Agent and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 2.3 2.14 shall be subject to Section 4.22.04(b).

No New Liens. So long as Until the Discharge of Senior Indebtedness has not ABL Obligations and the Discharge of Fixed Asset Obligations 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, except as expressly provided in any Additional Fixed Asset Document, it is their intention that: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property of any Grantor to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and ABL Obligations; (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property of any Grantor to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure also secures the Second Lien Fixed Asset Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent any additional Liens are granted on any such asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that Liens are granted on any such asset or property to secure any Fixed Asset Obligation or ABL Obligation, as applicable, and a corresponding Lien is not granted to secured the foregoing provisions are not complied with for any reasonABL Obligations or Fixed Charge Obligations, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeABL Collateral Agent, on behalf of the Senior Revolving Claimholders, ABL Claimholders and the Term Administrative each Fixed Asset Collateral Agent, on behalf of Term the applicable Fixed Asset Claimholders, hereby agrees 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 2.03 shall be subject to Section 4.24.02.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst 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 applicable First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such First Lien Collateral Agent states in writing that the First Lien Loan Documents in respect thereof prohibit such First Lien Collateral Agent from accepting a Lien on such asset or property or the applicable First 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 First Lien Obligations, a “First Lien Declined Lien”); or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower it has granted, concurrently grants or such Guarantor has granted within 10 Business Days of securing any First Lien Obligation grants a junior 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 applicable Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Second Lien Collateral Agent states in writing that the Second Lien Debt Documents in respect thereof prohibit such Second Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Second 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 Second Lien Obligations, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). Any such If any Second Lien referred to in the first sentence Representative, any Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all First Lien Obligations under the First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder shall notify the Designated First Lien Representative and the Designated First 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 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 hold and have held such Lien for the benefit of Section 2.1 each First Lien Representative, First Lien Collateral Agent and Section 3. 1the other 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 the Senior Indebtedness any First Lien Representative, the Senior Revolving Claimholders, the Term Administrative First Lien Collateral Agent and/or the Term First Lien Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Second Lien Representative and the Term Administrative each Second Lien Collateral Agent, on behalf of Term Claimholderseach Second Lien Claimholder represented by it, hereby 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 (or concurrently with) 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 up to an amount not to exceed 105% of the face amount of such letters of credit without granting a Lien thereon to secure any other First Lien Obligations or any other Second Lien Obligations.

No New Liens. (a) So long as the Discharge of Senior Indebtedness ABL Obligations has not occurred, (a) the parties hereto agree that, after the Restatement Effective Date, except as otherwise provided herein, if any Term Administrative Agent, Loan/Notes Secured Party shall hold any Lien on behalf any assets of any Grantor securing any Term Loan/Notes Obligations that are not also subject to the Lien of the Term ClaimholdersABL Agent under the ABL Loan Documents (except for any assets that are expressly not required to be subject to a Lien of the ABL Agent under the ABL Loan Documents), hereby agrees that neither such Grantor shall promptly give written notice thereof to the Term Administrative ABL Agent nor any Term Claimholder will accept or receive from and shall xxxxx x Xxxx thereon to the Borrower or any Guarantor any additional Liens ABL Agent in a manner and on any asset or property terms reasonably satisfactory to secure any Second Lien Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and ABL Agent. (b) So long as the Senior Indebtedness RepresentativeDischarge of Term Loan/Notes Obligations has not occurred, on behalf of the Senior Revolving Claimholdersparties hereto agree that, hereby agrees that neither after the Senior Indebtedness Representative nor Restatement Effective Date, except as otherwise provided herein, if any Senior Revolving Claimholder will accept or receive from the Borrower or ABL Secured Party shall hold any Guarantor any additional Liens Lien on any asset or property assets of any Grantor securing any ABL Obligations that are not also subject to secure the Lien of each applicable Term Loan/Notes Agent under the applicable Term Loan/Notes Documents (except for any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property assets that are expressly not required to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to a Lien of such Term Loan/Notes Agent under the provisions of Section 2.1 applicable Term Loan/Notes Documents), such Grantor shall promptly give written notice thereof to the applicable Term Loan/Notes Agent and Section 3shall xxxxx x Xxxx thereon to such Term Loan/Notes Agent in a manner and on terms reasonably satisfactory to such Term Loan/Notes Agent. 1. (c) To the extent that the foregoing provisions of this Section 2.3 are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative any First Priority Agent and/or the Term Claimholdersor any other applicable First Priority Secured Party, each of the Senior Indebtedness RepresentativeSecond Priority Agent agrees, for itself and on behalf of the Senior Revolving Claimholdersother Second Priority Secured Parties, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts amount received by or distributed to any of them such Second Priority Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.24 hereof. (d) Notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit (as such term is defined in the ABL Credit Agreement or any similar term under any Replacement ABL Credit Agreement) or otherwise as required by Section 2.23 of the ABL Credit Agreement (or any similar provision in any Replacement ABL Credit Agreement).

No New Liens. So (a) Subject to Section 2.10(c), so long as the Discharge of Senior Indebtedness Parity Lien Obligations has not occurred, (a) whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Pledgor, the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees parties hereto agree that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower will not, and will not permit any other Pledgor to: (1) grant or any Guarantor permit any additional Liens on any asset or property to secure any Second Junior Lien Obligation unless the Borrower or such Guarantor it has granted or substantially concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf all of the Senior Revolving ClaimholdersParity Lien Obligations, hereby agrees the parties hereto agreeing that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept such Lien shall be subject to Section 2.3 hereof; or (2) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Parity Lien Obligations unless the Borrower or such Guarantor it has granted or substantially concurrently grants a junior Lien on such asset or property to secure all of the Second Junior Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, (b) The Trustee and the Term Administrative Agent, on behalf of Term Claimholders, Collateral Trustee each hereby agrees that it will not accept any amounts received by Lien on any Collateral for the benefit of the holders of the Notes (other than funds deposited for the discharge or distributed to any defeasance of them the Notes) other than pursuant to the Collateral Trust Security Documents. Each other Collateral Trust Representative hereby agrees that it will not accept any Lien on any Collateral for the benefit of the holders of the Series of Collateral Trust Debt that such Collateral Trust Representative represents (other than funds deposited for the discharge or defeasance of such Series) other than pursuant to the Collateral Trust Security Documents. (c) Notwithstanding the foregoing, without granting a Lien on such assets to secure any other Secured Obligations, any Pledgor may grant or permit Liens (i) on funds deposited for the discharge or defeasance of any Series of Collateral Trust Debt as a result provided in Section 2.10(b), (ii) on the Equity Interests issued by the Borrower or on any other assets of Liens granted CA Acquisition Holdings, Inc. or any other parent of the Borrower, in contravention each case in this clause (ii) to secure any Credit Agreement Obligations or any future Series of this Section 2.3 shall be subject Collateral Trust Parity Lien Obligations, or (iii) on cash or cash equivalents to Section 4.2.the issuers of letters of credit (and/or any lenders participating in the facilities under which such letters of credit are

No New Liens. So long as the Discharge of Super Senior Indebtedness Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Subordinated Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Super Senior IndebtednessObligations, 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 Super Senior Obligations if the Super Senior Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Super Senior Collateral Agent states in writing that the Super Senior Securities Purchase Documents prohibit the Super Senior Collateral Agent from accepting a Lien on such asset or property, or the Super Senior Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Super Senior Declined Lien”). (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Super Senior Indebtedness Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Subordinated Lien Obligations; provided that this provision will not be violated with respect to any Subordinated Lien Obligations if the Subordinated Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and the Subordinated Lien Collateral Agent states in writing that the Subordinated Lien Loan Documents prohibit the Subordinated Lien Collateral Agent from accepting a Lien on such asset or property, or the Subordinated Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Subordinated Lien Declined Lien” and, together with the Super Senior Declined Liens, the “Declined Liens”). Any such 168776.01000/150935551v.4 If any Subordinated Lien referred to in the first sentence Collateral Agent or any Subordinated Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Subordinated Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all Super Senior Obligations under the Super Senior Collateral Documents, such Subordinated Lien Collateral Agent or Subordinated Lien Claimholder shall notify the Super Senior 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 Super Senior Collateral Agent as security for the Super Senior Obligations, such Subordinated Lien Collateral Agent and Subordinated Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the Super Senior Collateral Agent and Section 3. 1the other Super Senior Claimholders, other than any Super Senior Claimholders whose Super Senior Securities Purchase Documents prohibit them from taking such Liens, as security for the Super 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 any Super Senior Collateral Agent and/or the Super Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Subordinated Lien Collateral Agent, on behalf of Term each Subordinated Lien Claimholder, 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 the Super Senior Collateral Agent, any Super Senior Buyer or any Super Senior Claimholder shall hold any Lien on any assets or property of any Grantor securing any Super Senior Obligations that are not also subject to the second-priority Liens, other than any Declined Liens, securing all Subordinated Lien Obligations under the Subordinated Lien Collateral Documents, the Super Senior Collateral Agent, such Super Senior Buyer or such Super Senior Claimholder (i) shall notify the Subordinated 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 Subordinated Lien Collateral Agent as security for the Subordinated Lien Obligations, the Super Senior Collateral Agent, such Super Senior Buyer and Super Senior Claimholders shall be deemed to hold and have held such Lien for the benefit of the Subordinated Lien Collateral Agent and the other Subordinated 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 of the Subordinated Lien Collateral Agent and/or the Subordinated Lien Claimholders, hereby the Super Senior Collateral Agent, on behalf of each Super Senior Claimholder, 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.

No New Liens. So long as (a) Until the date upon which the Discharge of Senior Indebtedness has not ABL Obligations shall have occurred, the parties hereto agree that (a) except as may be separately otherwise agreed in writing by and between the Term Administrative Agentrelevant Agents, each on behalf of itself and the Term ClaimholdersSecured Parties represented thereby): (i) No Noteholder Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Note Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, hereby agrees that neither subject to the Term Administrative Lien Priority set forth herein. If any Noteholder Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Note Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent nor under the ABL Documents, subject to the Lien Priority set forth herein, then the Note Agent (or the relevant Noteholder Secured Party) shall, without the need for any Term Claimholder will accept further consent of any other Noteholder Secured Party and notwithstanding anything to the contrary in any other Note Document, be deemed to also hold and have held such lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or receive from the Borrower Capitalized Lease Obligation owing to any Noteholder Secured Party, or any Guarantor any additional Liens Lien on any asset property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Noteholder Secured Party, or that consists of property subject to secure any Second Lien Obligation unless such sale and leaseback transaction or general intangibles related thereto (in each case, to the Borrower extent such property constitutes Excluded Assets (as defined in the ABL Documents)). (ii) No Additional Secured Party shall knowingly acquire or such Guarantor has granted a senior hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such asset lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Secured Party, or that consists of property subject to secure any such sale and leaseback transaction or general intangibles related thereto (in each case, to the Senior Indebtedness, and extent such property constitutes Excluded Assets (as defined in the ABL Documents)). (b) Until the Senior Indebtedness Representativedate upon which the Discharge of Note Obligations shall have occurred, the parties hereto agree that (except as may be separately otherwise agreed in writing by and between the relevant Agents, each on behalf of itself and the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor Secured Parties represented thereby): (i) No ABL Secured Party shall knowingly acquire or hold any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens Lien on any asset or property to secure assets of any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to Credit Party (other than Excluded Assets (as defined in the first sentence of this Section 2.3 shall be Note Documents) constituting Specified Excluded Assets) securing any ABL Obligation which assets are not also subject to the provisions Lien of Section 2.1 the Note Agent under the Note Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and Section 3in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of the Note Agent as security for the Note Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Note Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the Note Documents)). 1(ii) No Additional Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein. To If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the Note Agent as security for the Note Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Note Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent that such property constitutes Excluded Assets (as defined in the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Note Documents)). (c) Until the Senior Indebtedness Representativedate upon which the Discharge of Additional Obligations shall have occurred, the Senior Revolving Claimholders, parties hereto agree that (except as may be separately otherwise agreed in writing by and between the Term Administrative Agent and/or the Term Claimholdersrelevant Agents, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, itself and the Term Administrative AgentSecured Parties represented thereby): (i) No ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party (other than Excluded Assets (as defined in the applicable Additional Documents) constituting Specified Excluded Assets) securing any ABL Obligation which assets are not also subject to the Lien of each Additional Agent under the Additional Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on behalf any assets of Term Claimholdersany Credit Party securing any ABL Obligation (other than Excluded Assets (as defined in the applicable Additional Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of each Additional Agent under the Additional Documents, hereby agrees that subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any amounts received by or distributed further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of each Additional Agent as security for the Additional Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Additional Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of them pursuant any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or as any Lien on any property that has been sold or otherwise transferred in connection with a result sale and leaseback transaction entered into with any ABL Secured Party, or that consists of Liens granted in contravention of this Section 2.3 shall be property subject to Section 4.2any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the applicable Additional Documents)). (ii) No Noteholder Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party (other than Excluded Assets (as defined in the applicable Additional Documents) constituting Specified Excluded Assets) securing any Note Obligation which assets are not also subject to the Lien of each Additional Agent under the Additional Documents, subject to the Lien Priority set forth herein. If any Noteholder Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Note Obligation (other than Excluded Assets (as defined in the applicable Additional Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of each Additional Agent under the Additional Documents, subject to the Lien Priority set forth herein, then the Note Agent (or the relevant Noteholder Secured Party) shall, without the need for any further consent of any other Noteholder Secured Party and notwithstanding anything to the contrary in any other Note Document be deemed to also hold and have held such lien for the benefit of each Additional Agent as security for the Additional Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Additional Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Noteholder Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Noteholder Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the applicable Additional Documents)).

No New Liens. So long as the Discharge of Senior Indebtedness has Revolving Credit Obligations, the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have not occurred, whether or not any Insolvency or 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 nor any 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 on such property to secure the Revolving Credit Obligations and, to the extent applicable and constituting property that is Common Collateral or is of the type that is meant to be security for such Additional Pari Passu Obligations, any Series of Additional Pari Passu Obligations; or (b) grant or permit any Liens on any of its property to secure any Revolving Credit Obligations (other than cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) unless it has granted or concurrently grants a Lien on such property to secure the Term Administrative AgentLoan Obligations or, on behalf to the extent applicable and constituting property that is Common Collateral or is of the Term Claimholderstype that is meant to be security for such Additional Pari Passu Obligations, hereby agrees that neither any Series of Additional Pari Passu Obligations; or (c) grant or permit any Liens on any of its property to secure any Series of Additional Pari Passu Obligations unless it has granted or concurrently grants Liens on such property to secure the Term Administrative Agent nor any Term Claimholder will accept or receive from Loan Obligations and the Borrower or any Guarantor Revolving Credit Obligations pursuant to the terms of such Credit Agreements. To the extent any additional Liens are granted on any asset or property pursuant to secure any Second Lien Obligation unless this Section 2.3, the Borrower or priority of such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject determined in accordance with Section 2.1. In addition, to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representativehereunder, the Senior Revolving Credit Facility Collateral Agent, on behalf of the Revolving Credit Claimholders, the Term Administrative Agent and/or Loan Collateral Agent, on behalf of the Term Loan Claimholders, and each of the Senior Indebtedness Additional Pari Passu Debt Representative, on behalf of the Senior Revolving applicable Additional Pari Passu Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Secured Obligations has not occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor whether or not any Term Claimholder will accept Insolvency or receive from Liquidation Proceeding has been commenced by or against the Borrower or any Subsidiary Guarantor, the parties hereto agree that the Borrower shall not, and shall not permit any Subsidiary Guarantor to, (i) grant or permit any additional Liens on any asset or property to secure any Second Lien Secured Obligation by the Borrower, a Subsidiary Guarantor or any Subsidiary thereof unless the Borrower or such Guarantor entity has granted a senior Lien on such asset or property to secure the Senior IndebtednessFirst Lien Secured Obligations, and (bii) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Secured Obligations by the Borrower, a Subsidiary Guarantor or any Subsidiary thereof unless the Borrower or such Guarantor entity has granted a junior Lien on such asset or property to secure the Second Lien Secured Obligations. Any , (iii) cause a Subsidiary to guarantee any Second Lien Secured Obligations unless it has caused such Subsidiary to guarantee the First Lien referred Secured Obligations on the same terms hereof and (iv) cause a Subsidiary to in guarantee any First Lien Secured Obligations unless it has caused such Subsidiary to guarantee the first sentence of this Section 2.3 shall be subject to Second Lien Secured Obligations on the provisions of Section 2.1 and Section 3. 1same 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 Senior Indebtedness Representative, First Lien Trustee and/or the Senior Revolving First Lien Claimholders, the Term Administrative Agent and/or the Term ClaimholdersSecond Lien Lender, each of the Senior Indebtedness Representative, for itself and on behalf of the Senior Revolving Second Lien Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby 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.

No New Liens. (a) So long as the Discharge of Senior Indebtedness First-Lien Obligations has not occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees parties hereto agree that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower shall not, and shall not permit any of its Subsidiaries to, grant or any Guarantor permit any additional Liens Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Second Second-Lien Obligation or Third-Lien Obligation unless the Borrower or the respective such Guarantor Subsidiary is a Grantor hereunder and has also granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) First-Lien Obligations in accordance with the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to relevant priority set forth in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1Agreement. To the extent that the foregoing forgoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative First-Lien Collateral Agent and/or the Term Claimholdersother First-Lien Creditors, each of the Senior Indebtedness Representative, Second-Lien Collateral Agent on behalf of the Senior Revolving Claimholders, itself and the Term Administrative Agent, other Second-Lien Creditors and the Third-Lien Collateral Agent on behalf of Term Claimholdersitself and the other Third-Lien Creditors, hereby and each Second-Lien Creditor and Third-Lien Creditor (in each case by its acceptance of the benefits of the respective Security Documents), agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens liens granted in contravention of this Section 2.3 2.3(a) shall be subject to Section 4.24.2(a). (b) So long as the Discharge of Second-Lien Obligations has not occurred, the parties hereto agree that the Borrower shall not, and shall not permit any of its Subsidiaries to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Third-Lien Obligation unless such Lien is expressly permitted by the Second-Lien Note Documents and the Borrower or the respective such Subsidiary is a Grantor hereunder and has also granted a Lien on such asset or property to secure the Second-Lien Obligations in accordance with the relevant priority set forth in this Agreement. To the extent that the forgoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Second-Lien Collateral Agent and/or the other Second-Lien Creditors, the Third-Lien Collateral Agent on behalf of itself and the other Third-Lien Creditors, and each Third-Lien Creditor (in each case by its acceptance of the benefits of the respective Security Documents), agrees that any amounts received by or distributed to any of them pursuant to or as a result liens granted in contravention of this Section 2.3(b) shall be subject to Section 4.2(b).

No New Liens. So long as the Discharge of Senior Indebtedness First Priority Lien Obligations has not occurred, (a) the Term Administrative Agent, on behalf of parties hereto agree that the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower Company or any Guarantor other Grantor shall not grant or permit any additional Liens on any asset or property of any Grantor to secure any Second ABL Obli- gation or First Priority Lien Obligation unless the Borrower or such Guarantor it has granted or contemporaneously grants (i) a senior Second Priority Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any ABL Ob- ligations if such asset or property to secure any Senior Indebtedness unless the Borrower constitutes Notes Collateral or such Guarantor has granted (ii) a junior First Priority Lien on such asset or property to secure the Second ABL Obligations if such asset or property constitutes ABL Facil- ity Collateral and (z) a Third Priority Lien on such asset or property to secure the Junior Lien Obligations. Any ; provided that (i) the Company may secure obligations under the Junior Lien Notes with Liens on certain European assets of the Company and its Subsidiaries to the extent permit- xxx by the Term Credit Agreement, the ABL Credit Agreement and the Indenture, without grant- ing a Lien on such European assets to secure the ABL Obligations or any First Priority Lien referred Ob- ligations and (ii) to in the first sentence extent that Rule 3-16 of this Section 2.3 shall Regulation S-X under the Securities Act requires or would require (or is replaced with another rule or regulation, or any other law, rule or regula- tion is adopted, that would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Sub- sidiary’s Capital Stock secures the Notes, then the Capital Stock of such Subsidiary will auto- matically be deemed not to be part of the Collateral securing the Notes but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement (such requirement, the provisions “3-16 Exemption”); provided, however that the 3-16 Exemption will not apply to the capital stock of Section 2.1 the Company and Section 3. 1. LyondellBasell Subholdings, B.V. To the extent that the foregoing provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent First Priority Collateral Agents and/or the Term ClaimholdersFirst Priority Secured Parties, each of the Senior Indebtedness RepresentativeABL Facility Agent, on behalf of ABL Secured Parties, and the Junior Lien Collateral Agent, on behalf of the Senior Revolving ClaimholdersXxxxxx Xxxx Secured Parties, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the Notes Collateral granted in contravention of such clause (x)(i) of this Section 2.3 2.1(c) shall be subject to Section 4.22.3.

No New Liens. So long as the Discharge of Senior Indebtedness has Revolving Credit Secured Obligations and the Discharge of Pari Passu Secured Obligations have not occurred, (a) the Term Administrative whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, each Revolving Credit Agent, on behalf of itself and the Term other Revolving Credit Claimholders, hereby each Pari Passu Representative, on behalf of itself and the other Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, and each Grantor, agrees that neither the Term Administrative Agent nor each Grantor shall not, and shall not permit any Term Claimholder will accept other Grantor to: (a) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Pari Passu Secured Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness, Revolving Credit Secured Obligations and each other Series of Pari Passu Secured Obligations (subject to any agreement to the contrary permitted under Section 2.4(b)); (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Revolving Credit Secured Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Pari Passu Secured Obligations (subject to any agreement to the contrary permitted under Section 2.4(b)), or (c) grant or permit any additional Liens on any asset or property to secure any Subordinated Lien Secured Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Revolving Credit Secured Obligations and the Pari Passu Secured Obligations and each other Series of Subordinated Lien Secured Obligations. Any such Lien referred to To the extent any additional Liens are granted on any asset or property in the first sentence of accordance with this Section 2.3 2.3, the priority of such additional Liens as between the Revolving Credit Secured Obligations, the Pari Passu Secured Obligations and the Subordinated Lien Secured Obligations shall be subject determined in accordance with Section 2.1. In addition, to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to hereunder, each Revolving Credit Agent, on behalf of itself and the Senior Indebtedness Representative, the Senior other Revolving Claimholders, the Term Administrative Agent and/or the Term Credit Claimholders, each of the Senior Indebtedness Pari Passu Representative, on behalf of itself and the Senior Revolving Claimholdersother Pari Passu Secured Parties, and the Term Administrative Agenteach Subordinated Lien Representative, on behalf of Term Claimholdersitself and the other Subordinated Lien Secured Parties, hereby 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 4.26.2.

No New Liens. (a) So long as the Discharge of Senior Indebtedness ABL Priority Claims has not occurred, (a) the each Term Administrative AgentLoan Agent agrees, for itself and on behalf of the each applicable Term ClaimholdersLoan Lender, hereby agrees that neither the Term Administrative Agent nor whether or not any Term Claimholder will accept Insolvency or receive from Liquidation Proceeding has been commenced by or against the Borrower or any Guarantor other Grantor, that it shall not acquire or hold any additional Liens Lien on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf assets of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor other Grantor securing any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be Term Loan Claims that are not also subject to the provisions Lien in respect of Section 2.1 and Section 3. 1. To the ABL Claims under the ABL Loan Documents except to the extent otherwise specifically permitted by the applicable ABL Loan Documents. If any Term Loan Agent or any Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the foregoing provisions are not complied with Lien in respect of the ABL Claims under the ABL Loan Documents, then such Term Loan Agent shall, without the need for any reason, without limiting further consent of any party and notwithstanding anything to the contrary in any other rights document, be deemed to also hold and remedies available have held such Lien for the benefit of the ABL Agent as security for the ABL Claims (subject to the Senior Indebtedness Representative, Lien priority and other terms hereof) and shall promptly notify the Senior Revolving Claimholders, the Term Administrative ABL Agent and/or the Term Claimholders, each in writing of the Senior Indebtedness Representative, on behalf existence of the Senior Revolving Claimholders, such Lien and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that in any amounts event any amount received by or distributed to any on account of them pursuant to or as a result of such Liens granted in contravention of this Section 2.3 shall be subject to Section 4.24.2 or 4.3 hereof, as applicable.. (b) So long as the Discharge of Term Priority Claims has not occurred, the ABL Agent agrees, for itself and on behalf of each ABL Lender, 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 ABL Claims that are not also subject to the Lien in respect of the Term Loan Claims under the Term Loan Documents except to the extent otherwise specifically permitted by the applicable Term Loan Documents. If the ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents, then the ABL Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of each Term Loan Agent as security for the Term Loan Claims (subject to the Lien priority and other terms hereof) and shall promptly notify the Designated Term Loan Agent in writing of the existence of such Lien and in any event any amounts received or distributed on account of such Liens shall be subject to Section 4.2 or 4.3 hereof, as applicable. (c) Notwithstanding anything in this Agreement to the contrary, (i) cash and Cash Equivalents (as defined in the ABL Credit Agreement) may be pledged to secure ABL Claims consisting of reimbursement obligations in respect of letters of credit in connection with any Cash Collateralization (as defined in the ABL Credit Agreement) thereof without granting a Lien thereon to secure any Term Loan Claims and (ii) cash and Cash Equivalents (as defined in the applicable Term Loan Agreement or Term Additional Agreement) may be pledged to secure Term Loan Claims consisting of reimbursement obligations in respect of letters of credit in connection with any Cash Collateralization (as defined in the applicable Term Loan Agreement or Term Additional Agreement) thereof without granting a Lien thereon to secure any ABL Claims.

No New Liens. So long as the Discharge of Senior Indebtedness Prior 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 (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 other Grantor to: (a) the Term Administrative Agentsubject to Section 2.5 hereof, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Note Obligation or any Excess Note Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior IndebtednessABL Obligations and Excess ABL 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 Note Obligations or any Excess Note Obligations if ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or ABL Agent not receiving the Lien states in writing that the applicable ABL Loan Documents prohibit ABL Agent from accepting a Lien on such asset or property, or 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) the Senior Indebtedness Representativesubject to Section 2.5 hereof, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness ABL Obligation or any Excess ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Second Lien Note Obligations and Excess Note Obligations. Any , the parties hereto agreeing that any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 hereof; provided that this provision will not be violated with respect to any Lien securing any ABL Obligations or any Excess ABL Obligations if Note Security Agent is given a reasonable opportunity to accept a Lien on any asset or property and Section 3. 1either the Company or Note Security Agent not receiving the Lien states in writing that the applicable Note Documents prohibit Note Security Agent from accepting a Lien on such asset or property, or Note Security Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Note 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 the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative (i) ABL Agent and/or the Term ABL Claimholders or (ii) Note Security Agent and/or the Note Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 contrary, Deposit Accounts or Securities Accounts holding cash and/or cash equivalents may be pledged to secure ABL Obligations and Excess ABL Obligations consisting of (and solely limited to) (i) reimbursement obligations in respect of letters of credit and swing line loans issued under the ABL Credit Agreement and/or (ii) any obligations of lenders participating in the facilities under which such letters of credit are issued and swing loans made, in each case under the ABL Credit Agreement, which may be pledged without granting a Lien thereon to secure any other ABL Obligations or Excess ABL Obligations or any Note Obligations or Excess Note Obligations (cash and cash equivalents so pledged, the “ABL Exclusive Priority Cash Collateral”).

No New Liens. (a) Limitation on other Collateral for First Lien Claimholders. So long as any Second Lien Obligations remain outstanding, and subject to Article VI, (i) the First Lien Collateral Agent agrees that, after the date hereof, neither the First Lien Collateral Agent nor any First Lien Claimholder shall acquire or hold any Lien on any assets of any Grantor securing any First Lien Obligations which assets are not also subject to the second-priority Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of the First Lien Collateral Agent or the First Lien Claimholders unless it, or such Subsidiary, has granted a similar Lien on such assets in favor of the Second Lien Collateral Agent or the Second Lien Claimholders. If the First Lien Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any First Lien Obligations which assets are not also subject to the second-priority Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then the First Lien Collateral Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Loan Document (x) in addition to holding such Lien for the benefit of itself and the other First Lien Claimholders as security for the First Lien Obligations, also hold and be deemed to have held such Lien for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations subject to the priorities set forth herein or (y) release such Lien. (b) Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of Senior Indebtedness has not First Lien Obligations shall have occurred, (ai) the Term Administrative AgentSecond Lien Collateral Agent agrees that, on behalf of after the Term Claimholdersdate hereof, hereby agrees that neither the Term Administrative Second Lien Collateral Agent nor any Term Second Lien Claimholder will accept shall acquire or receive from the Borrower or hold any Guarantor any additional Liens Lien on any asset or property to secure assets of any Grantor securing any Second Lien Obligation Obligations which assets are not also subject to the senior priority Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of the Second Lien Collateral Agent or the Second Lien Claimholders unless the Borrower it, or such Guarantor Subsidiary, has granted a senior similar Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf assets in favor of the Senior Revolving First Lien Collateral Agent or the First Lien Claimholders, hereby agrees that neither . If the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower Second Lien Collateral Agent or any Guarantor Second Lien Claimholder shall (nonetheless and in breach hereof) acquire any additional Liens Lien on any asset assets of any Grantor or property any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to secure the first-priority Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, then the Second Lien Collateral Agent (or the relevant Second Lien Claimholder), shall, without the need for any Senior Indebtedness unless further consent of any other Person and notwithstanding anything to the Borrower or contrary in any other Second Lien Loan Document (x) in addition to holding such Guarantor has granted a junior Lien on such asset or property to secure for the benefit of itself and the other Second Lien Claimholders as security for the Second Lien Obligations. Any , also hold and be deemed to have held such Lien referred to in for the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each benefit of the Senior Indebtedness Representative, on behalf of First Lien Collateral Agent as security for the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by First Lien Obligations 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(y) release such Lien.

No New Liens. So Except as provided in Section 2.06, so long as the Discharge of Senior Indebtedness Secured Debt Obligations with respect to any Senior Secured Obligation has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that the Parent Borrower shall not, and shall not permit any other Grantor to, grant any Lien on any of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Subsidiary, has granted (aor offered to grant with a reasonable opportunity for such Lien to be accepted) the Term Administrative Agent, a corresponding Lien on behalf such property in favor of the Term Claimholdersholders of the Senior Secured Obligations with respect to such property; provided, hereby agrees that neither however, notwithstanding the Term Administrative Agent nor foregoing, the refusal of any Term Claimholder will such holder of Senior Secured Obligations to accept or receive from a Lien on any property of any Grantor shall not prohibit the Borrower taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall acquire any Lien on any property of any Grantor or any Guarantor of their respective Subsidiaries constituting Junior Secured Obligations Collateral securing any Junior Secured Obligations which property is not also subject to the Lien of the holders of Senior Secured Obligations with respect to such property, then such holders of Junior Secured Obligations shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Junior Document (x) hold and be deemed to have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to secure any Second Lien Obligation unless this Section 2.14, the Borrower or priority of such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject determined in accordance with Section 2.01. In addition, to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available to the Senior Indebtedness Representativeunder this Agreement, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term ClaimholdersABL Agent, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Pari Notes Debt Agent and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 2.3 2.14 shall be subject to Section 4.22.04(b).

No New Liens. So long as the Discharge of Senior Indebtedness ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, no ABL Grantor shall: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of such ABL Grantor to secure any Second Lien Term Loan Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessABL 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 ABL Obligations if the ABL Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property of any ABL Grantor and either the ABL Borrower or the ABL Collateral Agent states in writing that the ABL Loan Documents prohibit the ABL Collateral Agent from accepting a Lien on such asset or property of the ABL Grantor, or the ABL Collateral Agent otherwise expressly declines to accept a Lien on such asset or property of the ABL Grantor (any such prohibited or declined lien, a “ABL Declined Lien”). (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of such ABL Grantor to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Term Loan Obligations; provided that this provision will not be violated with respect to any Term Loan Obligations if the Term Loan Collateral Agent is given a reasonable opportunity to accept a Lien Obligationson any asset or property of any ABL Grantor and either the ABL Borrower or the Term Loan Collateral Agent states in writing that the Term Loan Documents prohibit the Term Loan Collateral Agent from accepting a Lien on such asset or property of the ABL Grantor, or the Term Loan Collateral Agent otherwise expressly declines to accept a Lien on such asset or property of the ABL Grantor (any such prohibited or declined lien, a “Term Loan Declined Lien” and, together with the ABL Declined Liens, the “Declined Liens”). Any such If the Term Loan Collateral Agent or any Term Loan Claimholder shall hold any Lien referred to in the first sentence on any assets or property of this Section 2.3 shall be any ABL Grantor securing any Term Loan Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all ABL Obligations under the ABL Collateral Documents, the Term Loan Collateral Agent or Term Loan Claimholder shall notify the ABL Collateral Agent promptly upon becoming aware thereof and, unless such ABL 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 ABL Collateral Agent as security for the ABL Obligations, the Term Loan Collateral Agent and Term Loan Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the ABL Collateral Agent and Section 3. 1the other ABL Claimholders, other than any ABL Claimholders whose ABL Loan Documents prohibit them from taking such Liens, as security for the ABL 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 ABL Collateral Agent and/or the Senior Indebtedness Representative, the Senior Revolving ABL Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Loan Collateral Agent, on behalf of each Term ClaimholdersLoan Claimholder, hereby 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 ABL Obligations, ABL Specific Cash Collateral may be pledged to secure ABL Obligations without granting a Lien thereon to secure any Term Loan Obligations. Nothing in this Section 2.3 shall apply to any assets or property of any Person other than the ABL Grantors.

No New Liens. So long as the Discharge of Senior Indebtedness Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Borrower or any other Obligor, the parties hereto agree that Borrower shall not, and shall not permit any other Obligor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Revolving and Term Loan Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessObligations, and the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Lien Revolving and Term Loan Obligations. Any such If the Revolving and Term Loan Collateral Agent or any Revolving and Term Loan Claimholder shall hold any Lien referred to in the first sentence on any assets or property of this Section 2.3 shall be any Grantor securing any Revolving and Term Loan Obligations that are not also subject to the provisions first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, the Revolving and Term Loan Collateral Agent or Revolving and Term Loan Claimholder (i) shall notify the Super-Priority Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Super-Priority Collateral Agent as security for the Senior Obligations, the Revolving and Term Loan Collateral Agent and Revolving and Term Loan Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the Super- Priority Collateral Agent and Section 3. 1the other Senior Claimholders 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Senior Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Loan Collateral Agent, on behalf of Revolving and Term Loan Claimholders, hereby 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.. 2.4

No New Liens. So long as the Discharge of Senior Indebtedness Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any Notes Pari Passu Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Term Administrative AgentNorth America ABL Obligations and the Excess North America ABL 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 if the North America ABL Agent is given ten (10) Business Days to accept a Lien on behalf of any asset or property and the Term ClaimholdersNorth America ABL Agent states in writing that the North America ABL Documents prohibit the North America ABL Agent from accepting a Lien on such asset or property, hereby agrees that neither or the Term Administrative North America ABL Agent nor any Term Claimholder will otherwise expressly declines to accept a Lien on such asset or receive from the Borrower property; or (b) grant or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation North America ABL Obligations or Excess North America ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessNotes Pari Passu Lien Obligations, and the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated if the Notes Collateral Trustee is given ten (b10) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will Business Days to accept or receive from the Borrower or any Guarantor any additional Liens a Lien on any asset or property to secure any Senior Indebtedness unless and the Borrower or such Guarantor has granted Notes Collateral Trustee states in writing that the Indenture Pari Passu Lien Debt Documents prohibit the Notes Collateral Trustee from accepting a junior Lien on such asset or property property, or the Notes Collateral Trustee otherwise expressly declines to secure the Second accept a Lien Obligations. Any on such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1asset 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 them, (i) the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative North America ABL Agent, on behalf of Term itself and each of the other North America ABL Claimholders, hereby agrees and (ii) the Notes Collateral Trustee, on behalf of itself and each of the other Notes Pari Passu Lien 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.

No New Liens. So long as the Discharge of Senior Indebtedness Prior 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 (except that any Liens securing DIP Financing shall be governed by Section 6.1 hereof not this Section 2.3), the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior IndebtednessABL 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 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 Company or each such 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 or (1) to the extent the 2018 and 2023 Notes Indenture remains in effect, such Lien is on Principal Properties (as defined in the 2018 and 2023 Notes Indenture as in effect on the date hereof) or upon shares of capital stock or evidences of Indebtedness issued by any Principal Subsidiary (as defined in the 2018 and 2023 Notes Indenture as in effect on the date hereof) and owned by the Company or any Principal Subsidiary [or (2) to the extent the 2016 Boise Note Indenture remains in effect, such Lien is on Principal Properties (as defined in the 2016 Boise Note Indenture) or upon Debt (as defined in the 2016 Boise Note Indenture) or shares of stock of any Restricted Subsidiary (as defined in the 2016 Boise Note Indenture)] (any such prohibited or declined Liens, an “ABL Declined Lien”); or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Senior Indebtedness ABL Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Second Lien Fixed Asset Obligations. Any , the parties hereto agreeing that any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of 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 Section 3. 1either the Company 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”). 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 Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent ABL Collateral Agents and/or the Term ABL Claimholders or (ii) the Fixed Asset Collateral Agents and/or the Fixed Asset Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 contrary, cash and cash equivalents may be pledged to secure ABL Obligations in accordance with the ABL Credit Agreement without granting a Lien thereon to secure any other ABL Obligations or any other Fixed Asset Obligations. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the ABL Obligations may from time to time be secured by property pledged by Foreign Subsidiaries (“Foreign Property”) and the Fixed Asset Obligations are not secured by Foreign Property, and the parties agree that this Agreement shall not apply to any Foreign Property and the Foreign Property shall not be subject to any claims by the Fixed Asset Claimholders.

No New Liens. So long as Following the Discharge of Senior Indebtedness has not occurreddate hereof, and with respect to clauses (a) the Term Administrative Agentthrough (d) below, on behalf whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Term ClaimholdersGrantors, hereby agrees the parties hereto agree that neither the Term Administrative Agent nor Grantors shall not, and shall not permit any Term Claimholder will accept other Grantor to: (a) grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted a senior Lien or concurrently grants Liens on such asset or property to secure each series of First Lien Obligations (equally and ratably among such First Lien Obligations, subject to the Senior IndebtednessFirst Lien Intercreditor Agreement) which shall each be senior to the Lien securing the Second Lien Obligations as provided in this Agreement, and to secure the Third Lien Obligations which shall be junior to the Lien securing the Second Lien Obligations as provided in this Agreement; (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Lien Obligations (equally and ratably among such Second Lien Obligations. Any ) and the Third Lien Obligations (equally and ratably among such Third Lien referred to in the first sentence Obligations), each of this Section 2.3 which shall be junior to the Lien securing the First Lien Obligations as provided in this Agreement; (c) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations (equally and ratably among such First Lien Obligations, subject to the provisions First Lien Intercreditor Agreement) and the Second Lien Obligations (equally and ratably among such Second Lien Obligations), each of Section 2.1 which shall be senior to the Lien securing the Third Lien Obligations as provided in this Agreement; or (d) (1) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants an equal and Section 3. ratable Lien on such asset or property to secure all other First Lien Obligations (subject to the First Lien Intercreditor Agreement), or (1) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently grants an equal and ratable Lien on such asset or property to secure all other Second Lien Obligations, or (1) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligation unless it has granted or concurrently grants an equal and ratable Lien on such asset or property to secure all other Third 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 the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative First Lien Collateral Agent and/or the Term Claimholdersother First Lien Secured Parties, each of (A) the Senior Indebtedness RepresentativeSecond Lien Collateral Agent, on behalf of the Senior Revolving ClaimholdersSecond Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2, and (B) the Term Administrative Third Lien Collateral Agent, on behalf of Term Claimholdersthe Third Lien Secured Parties, hereby 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.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst Lien Obligations, and the parties hereto agreeing that any such Lien shall be subject to Section 2.1; and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Lien Obligations. Any such If the Second Lien referred to in the first sentence Notes Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens securing all First Lien Obligations under the First Lien Collateral Documents, the Second Lien Notes Agent or Second Lien Claimholder shall notify the First Lien Collateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the First Lien Collateral Agent as security for the First Lien Obligations, the Second Lien Notes Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the First Lien Collateral Agent and Section 3. 1the other 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 Senior Indebtedness Representative, the Senior Revolving First Lien Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Second Lien Notes Agent, on behalf of Term Claimholderseach Second Lien Claimholder, hereby 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 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 Second Lien Obligations.

No New Liens. So long as During the Discharge term of Senior Indebtedness this Agreement, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree, subject to Article VI, that the Company shall not, and shall not occurred, permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation Term Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness, and ABL Obligations with the respective priorities required by Section 2.1;. (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Lien Term Obligations with the respective priorities required by Section 2.1. Notwithstanding the foregoing, it is acknowledged and agreed that (x) the Collateral Agents (other than the Existing Term Agent) may be granted Liens on Foreign Subsidiary Assets (including assets in any Mexico Security Trust and the Specified Mexico Collateral) that secure the ABL Obligations, DIP Obligations and Specified Mexico Collateral Obligations that have not been granted to secure the Existing Term Obligations and (y) DIP Term Funding Account and all identifiable proceeds of loans under the DIP Term Loan Agreement funded on or after the date hereof and deposited in the DIP Term Funding Account shall serve as collateral solely for the DIP Term Obligations and not for the ABL Obligations or the Existing Term Obligations. Any such Lien referred to To the extent any additional Liens are granted on any asset or property in the first sentence contravention of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholdershereunder, each of the Senior Indebtedness RepresentativeABL Agent, on behalf of the Senior Revolving applicable ABL Claimholders, and the each Term Administrative Agent, on behalf of the applicable Term Claimholders, hereby agrees and Specified Mexico Collateral Agent, on behalf of the Specified Mexico Collateral Claimholders 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.

No New Liens. So long as the Discharge of Super Senior Indebtedness Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Subordinated Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Super Senior IndebtednessObligations, 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 Super Senior Obligations if the Super Senior Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Super Senior Collateral Agent states in writing that the Super Senior Securities Purchase Documents prohibit the Super Senior Collateral Agent from accepting a Lien on such asset or property, or the Super Senior Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Super Senior Declined Lien”). (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Super Senior Indebtedness Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Subordinated Lien Obligations; provided that this provision will not be violated with respect to any Subordinated Lien Obligations if the Subordinated Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and the Subordinated Lien Collateral Agent (acting at the direction of a majority in interest of the Subordinated Lien Claimholders) states in writing that the Subordinated Lien Loan Documents prohibit the Subordinated Lien Collateral Agent from accepting a Lien on such asset or property, or the Subordinated Lien Collateral Agent (acting at the direction of a majority in interest of the Subordinated Lien Claimholders) otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Subordinated 168776.01000/150935546v.3 Xxxx Declined Lien” and, together with the Super Senior Declined Liens, the “Declined Liens”). Any such If any Subordinated Lien referred to in the first sentence Collateral Agent or any Subordinated Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Subordinated Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all Super Senior Obligations under the Super Senior Collateral Documents, such Subordinated Lien Collateral Agent (acting at the direction of Section 2.1 a majority in interest of the Subordinated Lien Claimholders) or Subordinated Lien Claimholder shall notify the Super Senior 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 Super Senior Collateral Agent as security for the Super Senior Obligations, such Subordinated Lien Collateral Agent and Section 3. 1Subordinated Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of the Super Senior Collateral Agent and the other Super Senior Claimholders, other than any Super Senior Claimholders whose Super Senior Securities Purchase Documents prohibit them from taking such Liens, as security for the Super 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 any Super Senior Collateral Agent and/or the Super Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Subordinated Lien Collateral Agent, on behalf of Term each Subordinated Lien Claimholder, 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 the Super Senior Collateral Agent, any Super Senior Buyer or any Super Senior Claimholder shall hold any Lien on any assets or property of any Grantor securing any Super Senior Obligations that are not also subject to the second-priority Liens, other than any Declined Liens, securing all Subordinated Lien Obligations under the Subordinated Lien Collateral Documents, the Super Senior Collateral Agent, such Super Senior Buyer or such Super Senior Claimholder (i) shall notify the Subordinated 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 Subordinated Lien Collateral Agent as security for the Subordinated Lien Obligations, the Super Senior Collateral Agent, such Super Senior Buyer and Super Senior Claimholders shall be deemed to hold and have held such Lien for the benefit of the Subordinated Lien Collateral Agent and the other Subordinated 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 of the Subordinated Lien Collateral Agent and/or the Subordinated Lien Claimholders, hereby the Super Senior Collateral Agent, on behalf of each Super Senior Claimholder, 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.

No New Liens. (a) So long as the Discharge of Senior Indebtedness Priority Debt has not occurred, except for Noteholder Exclusive Assets (a) the Term Administrative Agentas defined below), on behalf none of the Term ClaimholdersBorrowers shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, hereby agrees that neither or substantially concurrently therewith shall grant, a lien on such asset to secure the Term Administrative Agent nor ABL Debt or grant any Term Claimholder will accept additional Liens on any assets to secure the ABL Debt unless it has granted, or receive from substantially concurrently therewith shall grant, a Lien on such asset to secure the Borrower or any Guarantor Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the Discharge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, none of the Borrowers shall grant any additional Liens on any asset or property to secure any Second Lien Obligation Excess ABL Debt unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith shall grant, a senior Lien on such asset or property to secure the Senior IndebtednessNoteholder Debt. Notwithstanding the foregoing, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor this provision will not be violated with respect to any Senior Revolving Claimholder will accept or receive assets which are specifically excluded from the Borrower grant of Liens securing the ABL Debt or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to Noteholder Debt, as provided in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1ABL Documents or Noteholder Documents, respectively. To the extent that the foregoing provisions of this Section 2.3 are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativeABL Agent or any other ABL Secured Party or the Collateral Agent or any Noteholder Secured Party, the Senior Revolving ClaimholdersCollateral Agent agrees, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, for itself and on behalf of the Senior Revolving Claimholdersother Noteholder Secured Parties, and the Term Administrative AgentABL Agent agrees, for itself and on behalf of Term Claimholdersthe other ABL Secured Parties, hereby agrees that any amounts amount received by or distributed to any of them Noteholder Secured Party or any ABL Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.24 hereof. (b) The Noteholder Secured Parties and the ABL Secured Parties hereby acknowledge and agree that (i) the ABL Debt is secured by a first priority Lien in favor of the ABL Secured Parties on all of the Collateral (as such term is defined in the ABL Loan Agreement), (ii) as of the date hereof, the Noteholder Secured Parties do not have and will not hereafter obtain a Lien on the cash or deposit accounts of any Borrower, except a Lien junior in priority to the Lien in favor of the ABL Secured Parties securing the First Priority Debt, which Lien will be subject to the terms and conditions of this Agreement, (iii) the Noteholder Debt is secured by a Lien in favor of the Noteholder Secured Parties on all of the Collateral (as such term is defined in the Noteholder Agreement), including a Lien on the assets of Vector Tobacco Inc., a Virginia corporation (“Vector Tobacco”) and on capital stock owned by VGR Holding LLC, a Delaware limited liability company constituting Collateral (as such term is defined in the Noteholder Agreement) (such assets of Vector Tobacco and capital stock owned by VGR Holding LLC, the “Noteholder Exclusive Assets”); provided that, if

No New Liens. So None of the Grantors shall, or shall permit any of its subsidiaries to, (a) so long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, (ai) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation Obligations unless the Borrower it has granted, or such Guarantor has granted concurrently therewith grants, a senior Lien on such asset or property to secure the Senior IndebtednessFirst Lien Obligations, the Third Lien Obligations at any time prior to the Cross-Collateral Release Date, and the Parent Third Lien Obligations at any time on and after the Cross-Collateral Release Date, (bii) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Parent Third Lien Obligations unless the Borrower it has granted, or such Guarantor has granted concurrently therewith grants, a junior Lien on such asset to secure the First Lien Obligations, the Second Lien Obligations, and, at any time prior to the Cross-Collateral Release Date, the Spinco Third Lien Obligations, (iii) grant or property permit any additional Liens on any asset to secure any Spinco Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations, the Second Lien Obligations, and, at any time prior to the Cross-Collateral Release Date, the Parent Third Lien Obligations, or (iv) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations. Any , the Third Lien Obligations at any time prior to the Cross-Collateral Release Date, and the Parent Third Lien Obligations at any time on and after the Cross-Collateral Release Date, in each case, with each such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 this Agreement; (b) after the Discharge of First Lien Obligations has occurred and Section 3. 1so long as the Discharge of Second Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any Parent Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations and, at any time prior to the Cross-Collateral Release Date, the Spinco Third Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Spinco Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations and, at any time prior to the Cross-Collateral Release Date, the Parent Third Lien Obligations, or (iii) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Third Lien Obligations at any time prior to the Cross-Collateral Release Date, and the Parent Third Lien Obligations at any time on and after the Cross-Collateral Release Date, in each case, with each such Lien to be subject to the provisions of this Agreement; and (c) after the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations, (i) grant or permit any additional Liens on any asset to secure any Parent Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Spinco Third Lien Obligations at any time prior to the Cross-Collateral Release Date, or (ii) grant or permit any additional Liens on any asset to secure any Spinco Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Parent Third Lien Obligations at any time prior to the Cross-Collateral Release Date. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativeFirst Lien Collateral Agent or the other First Lien Secured Parties, the Senior Revolving ClaimholdersSecond Lien Collateral Agent or the other Second Lien Secured Parties, or the Term Administrative Third Lien Collateral Agent and/or or the Term Claimholdersother Third Lien Secured Parties, each of the Senior Indebtedness RepresentativeSecond Lien Collateral Agent, for itself and on behalf of the Senior Revolving Claimholdersother Second Lien Secured Parties, and the Term Administrative Third Lien Collateral Agent, for itself and on behalf of Term Claimholdersthe other Third Lien Secured Parties, hereby agrees (i) upon written notice by any Grantor or the Secured Party receiving such amount or distribution (which notice may conclusively be relied on as true), that any amounts received by or distributed to any of them Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.24.02; (ii) if the First Lien Collateral Agent or any First Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any other Grantor which assets are not also subject to the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents (to the extent required in the immediately preceding sentence), then without the need for any further action or consent of any other Person, the First Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Second Lien Collateral Agent as security of the Second Lien Obligations, for the benefit of the Third Lien Collateral Agent as security for the Parent Third Lien Obligations prior to Cross-Collateral Release Date, and for the benefit of the Third Lien Collateral Agent as security for the Parent Third Lien Obligations on and after the Cross-Collateral Release Date, in each case subject to the lien subordination provisions set forth in this Agreement, (iii) if the Second Lien Collateral Agent or any Second Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any other Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents (to the extent required in the immediately preceding sentence), then without the need for any further action or consent of any other Person, the Second Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations, for the benefit of the Third Lien Collateral Agent as security for the Third Lien Obligations prior to Cross-Collateral Release Date, and for the benefit of the Third Lien Collateral Agent as security for the Parent Third Lien Obligations on and after the Cross-Collateral Release Date, in each case subject to the lien subordination provisions set forth in this Agreement; (iv) if the Third Lien Collateral Agent or any Third Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any Grantor which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents and/or the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement; (v) if, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent or any other Parent Third Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any Grantor which assets are not also subject to the Lien of the Third Lien Collateral Agent under the Spinco Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Spinco Third Lien Secured parties as security for the Spinco Third Lien Obligations, subject to the lien priority provisions set forth in this Agreement; and (vi) if, prior to the Cross-Collateral Release Date, the Third Lien Collateral Agent or any Spinco Third Lien Secured Party acquires any Lien on any assets of Parent, Company, Spinco or any Grantor which assets are not also subject to the Lien of the Third Lien Collateral Agent under the Parent Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Third Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Parent Third Lien Secured Parties as security for the Parent Third Lien Obligations, subject to the lien priority provisions set forth in this Agreement. Notwithstanding anything in this Section 2.03 to the contrary, unless notified in writing by any Grantor, neither the First Lien Required Holders, the Second Lien Required Holders, the Parent Third Lien Required Holders or the Spinco Third Lien Required Holders, nor the First Lien Collateral Agent, the Second Lien Collateral Agent, or the Third Lien Collateral Agent shall be deemed to have knowledge of any action of the Grantor described in the first sentence of this Section 2.03 or action to be taken or deemed to have occurred pursuant to the second sentence of this Section 2.03.

No New Liens. So long as the Discharge of Senior Indebtedness has not occurred, (a) Whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term parties hereto agree, subject to Section 6, that: (i) no Grantor shall grant, and no Fixed Asset Collateral Agent shall accept from any Grantor, any additional Liens under any Fixed Asset Collateral Document on any asset to secure any Fixed Asset Obligation unless such Grantor also grants a Lien on such asset to secure the Revolving Obligations concurrently with the grant of a Lien thereon in favor of such Fixed Asset Collateral Agent in accordance with the relative Lien priorities set forth in this Agreement, and (ii) no Grantor shall grant, and the Revolving Administrative AgentAgent shall not accept from any Grantor, any additional Liens under any Revolving Collateral Documents on behalf any asset to secure any Revolving Obligations unless such Grantor grants a Lien on such asset to secure the Fixed Asset Obligations of each Series concurrently with the grant of a Lien thereon in favor of the Term Claimholders, hereby agrees that neither the Term Revolving Administrative Agent nor in accordance with the relative Lien priorities set forth in this Agreement, provided that the foregoing shall not apply to (i) Liens on any Term Claimholder will accept asset of any Grantor granted to secure Obligations of any Class or receive Series if such asset is expressly excluded from the Borrower grant of a security interest by such Grantor pursuant to the Collateral Documents of the other Class or any Guarantor any Series, (ii) additional Liens on any asset of any Grantor granted to secure Obligations of any Class or Series if, prior to such grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Collateral Agent of such other Class or Series has affirmatively declined in writing to accept such Lien or has failed to respond to such offer within 30 days thereof, in which case such Collateral Agent shall be deemed to have declined to accept such Lien and (iii) cash collateral and cash equivalents securing reimbursement obligation in respect of the Revolving Obligations in such Letters of Credit; and provided further that the attachment of any previously granted Lien to any after-acquired property of the type covered by such Lien immediately prior thereto shall not be deemed to be an acceptance of an additional Lien for the purposes of this Section 2.3. Notwithstanding the foregoing or any other provision of this Agreement, it is hereby understood and agreed that Liens on the assets of any Grantor or any other Person may be granted to secure obligations of any Canadian Loan Party under the Revolving Credit Agreement without granting any Lien on such assets to secure any Second Lien Obligation unless the Borrower Fixed Asset Obligations or such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and any other Revolving Obligations. (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions of Section 2.3(a) are not complied with for any reason, (i) without limiting any other rights and remedies available to the Senior Indebtedness Representative, Revolving Administrative Agent or the Senior other Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeFixed Asset Collateral Agent, on behalf of the Senior Revolving ClaimholdersFixed Asset Claimholders represented by it, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted and accepted in contravention of this Section 2.3 2.3(a) shall be subject to Section 4.24.2 and such Fixed Asset Collateral Agent also shall hold and be deemed to have held such Liens for the benefit of the Revolving Administrative Agent and the other Revolving Claimholders subject to the provisions set forth herein, and (ii) without limiting any other rights and remedies available to any Fixed Asset Collateral Agent or the other Fixed Asset Claimholders, the Revolving Administrative Agent, on behalf of the Revolving Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted and accepted in contravention of Section 2.3(a) shall be subject to Section 4.2 and the Revolving Administrative Agent also shall hold and be deemed to have held such Liens for the benefit of the Fixed Asset Collateral Agents and the other Fixed Asset Claimholders subject to the provisions set forth herein.

No New Liens. So long as the Discharge of Senior Indebtedness Prior 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 (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 other Grantor to: (a) the Term Administrative Agentsubject to Section 2.5 hereof, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Term Obligation or any Excess Term Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior IndebtednessABL Obligations and Excess ABL 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 Term Obligations or any Excess 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) the Senior Indebtedness Representativesubject to Section 2.5 hereof, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness ABL Obligation or any Excess ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Second Lien Term Obligations and Excess Term Obligations. Any , the parties hereto agreeing that any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 hereof; provided that this provision will not be violated with respect to any Lien securing any ABL Obligations or any Excess ABL Obligations if the Term Agent is given a reasonable opportunity to accept a Lien on any asset or property and Section 3. 1either 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 Senior Indebtedness Representative, ABL Agent and/or the Senior Revolving Claimholders, ABL Claimholders or (ii) the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 contrary, Deposit Accounts or Securities Accounts holding cash and/or cash equivalents may be pledged to secure ABL Obligations and Excess ABL Obligations consisting of (and solely limited to) (i) reimbursement obligations in respect of letters of credit and swing line loans issued under the ABL Credit Agreement and/or (ii) any obligations of lenders participating in the facilities under which such letters of credit are issued and swing loans made, in each case under the ABL Credit Agreement, which may be pledged without granting a Lien thereon to secure any other ABL Obligations or Excess ABL Obligations or any Term Obligations or Excess Term Obligations (cash and cash equivalents so pledged, the “ABL Exclusive Priority Cash Collateral”).

No New Liens. So long as (a) Until the Discharge of Senior Indebtedness has not Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor whether or not any Term Claimholder will accept Insolvency or receive from Liquidation Proceeding has been commenced by or against the Borrower or any Guarantor any additional other Grantor, the parties hereto acknowledge and agree that it is their intention that: (1) (a) there shall be no Liens on any asset or property to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and Revolving Credit Obligations; and (2) (b) there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Senior Indebtedness Representative, on behalf of Fixed Asset Obligations. (b) To the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Senior Indebtedness unless the Borrower Fixed Asset Obligation or such Guarantor has Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted a junior Lien on such asset or property to secure the Second Lien Revolving Credit Obligations or Fixed Asset Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior theeach Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeCredit Collateral Agent, on behalf of the Senior applicable Revolving Credit Claimholders, and the Term Administrative Fixed Asset Collateral Agent, on behalf of Term the Fixed Asset Claimholders, hereby agrees 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. (c) Notwithstanding anything to the contrary in clauses (a) and (b) above, this Section 2.3 shall not be violated with respect to any ABL Obligations if for any reason the ABL Collateral Agent expressly declines to accept a Mortgage, or releases a Mortgage, on the Mortgaged Property owned by Envelope Product Group, LLC and located at Xxxxx 000, Xxxxxxxxxxxx, XX 00000.

No New Liens. (a) So long as the Discharge of Senior Indebtedness Priority Debt has not occurred, except for Noteholder Exclusive Assets (a) the Term Administrative Agentas defined below), on behalf none of the Term ClaimholdersBorrowers shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, hereby agrees that neither or substantially concurrently therewith shall grant, a lien on such asset to secure the Term Administrative Agent nor ABL Debt or grant any Term Claimholder will accept additional Liens on any assets to secure the ABL Debt unless it has granted, or receive from substantially concurrently therewith shall grant, a Lien on such asset to secure the Borrower or any Guarantor Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the Discharge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, none of the Borrowers shall grant any additional Liens on any asset or property to secure any Second Lien Obligation Excess ABL Debt unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith shall grant, a senior Lien on such asset or property to secure the Senior IndebtednessNoteholder Debt. Notwithstanding the foregoing, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor this provision will not be violated with respect to any Senior Revolving Claimholder will accept or receive assets which are specifically excluded from the Borrower grant of Liens securing the ABL Debt or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to Noteholder Debt, as provided in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1ABL Documents or Noteholder Documents, respectively. To the extent that the foregoing provisions of this Section 2.3 are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativeABL Agent or any other ABL Secured Party or the Collateral Agent or any Noteholder Secured Party, the Senior Revolving ClaimholdersCollateral Agent agrees, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, for itself and on behalf of the Senior Revolving Claimholdersother Noteholder Secured Parties, and the Term Administrative AgentABL Agent agrees, for itself and on behalf of Term Claimholdersthe other ABL Secured Parties, hereby agrees that any amounts amount received by or distributed to any of them Noteholder Secured Party or any ABL Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.24 hereof. (b) The Noteholder Secured Parties and the ABL Secured Parties hereby acknowledge and agree that (i) the ABL Debt is secured by a first priority Lien in favor of the ABL Secured Parties on all of the Collateral (as such term is defined in the ABL Loan Agreement), (ii) as of the date hereof, the Noteholder Secured Parties do not have and will not hereafter obtain a Lien on the cash or deposit accounts of any Borrower, except a Lien junior in priority to the Lien in favor of the ABL Secured Parties securing the First Priority Debt, which Lien will be subject to the terms and conditions of this Agreement, (iii) the Noteholder Debt is secured by a Lien in favor of the Noteholder Secured Parties on all of the Collateral (as such term is defined in the Noteholder Agreement), including a Lien on the assets of Vector Tobacco Inc., a Virginia corporation (“Vector Tobacco”) and on capital stock owned by VGR Holding LLC, a Delaware limited liability company constituting Collateral (as such term is defined in the Noteholder Agreement) (such assets of Vector Tobacco and capital stock owned by VGR Holding LLC, the “Noteholder Exclusive Assets”); provided that, if Vector Tobacco becomes an additional borrower under the ABL Loan Agreement and executes a Joinder Agreement to this Agreement, the assets of Vector Tobacco shall no longer constitute a Noteholder Exclusive Asset and shall thereafter constitute ABL Collateral under this Agreement) and

No New Liens. (a) So long as the Discharge of Senior Indebtedness Priority Debt has not occurred, (a) the Term Administrative Agent, on behalf none of the Term ClaimholdersBorrowers shall grant any additional Liens on any assets to secure the Noteholder Debt unless it has granted, hereby agrees that neither or substantially concurrently therewith shall grant, a lien on such asset to secure the Term Administrative Agent nor ABL Debt or grant any Term Claimholder will accept additional Liens on any assets to secure the ABL Debt unless it has granted, or receive from substantially concurrently therewith shall grant, a Lien on such asset to secure the Borrower or any Guarantor Noteholder Debt, all of which Liens shall be subject to the terms of this Intercreditor Agreement. Further, the parties hereto agree that, after the Discharge of Priority Debt and so long as the Discharge of Priority Noteholder Debt has not occurred, none of the Borrowers shall grant any additional Liens on any asset or property to secure any Second Lien Obligation Excess ABL Debt unless the Borrower it has granted, or such Guarantor has granted substantially concurrently therewith shall grant, a senior Lien on such asset or property to secure the Senior IndebtednessNoteholder Debt. Notwithstanding the foregoing, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor this provision will not be violated with respect to any Senior Revolving Claimholder will accept or receive assets which are specifically excluded from the Borrower grant of Liens securing the ABL Debt or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to Noteholder Debt, as provided in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1ABL Documents or Noteholder Documents, respectively. To the extent that the foregoing provisions of this Section 2.3 are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativeABL Lender or any other ABL Secured Party or the Collateral Agent or any Noteholder Secured Party, the Senior Revolving ClaimholdersCollateral Agent agrees, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, for itself and on behalf of the Senior Revolving Claimholdersother Noteholder Secured Parties, and the Term Administrative AgentABL Lender agrees, for itself and on behalf of Term Claimholdersthe other ABL Secured Parties, hereby agrees that any amounts amount received by or distributed to any of them Noteholder Secured Party or any ABL Secured Party pursuant to or as a result of Liens any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.24 hereof. (b) The Noteholder Secured Parties and the ABL Secured Parties hereby acknowledge and agree that (i) the ABL Debt is secured by a first priority Lien in favor of the ABL Secured Parties on all of the Collateral (as such term is defined in the ABL Loan Agreement), (ii) as of the date hereof, the Noteholder Secured Parties do not have and will not hereafter obtain a Lien on the cash or deposit accounts of any Borrower, except a Lien junior in priority to the Lien in favor of the ABL Secured Parties, which Lien will be subject to the terms and conditions of this Agreement, (iii) the Noteholder Debt is secured by a Lien in favor of the Noteholder Secured Parties on all of the Collateral (as such term is defined in the Noteholder Agreement), including a Lien on the assets of Vector Tobacco Inc., a Virginia corporation and on certain capital stock owned by VGR Holding LLC, a Delaware limited liability company (such assets of Vector Tobacco Inc. and VGR Holding LLC, the “Noteholder Exclusive Assets”) and (iv) as of the date hereof, the ABL Secured Parties do not have and will not hereafter obtain a Lien on the Noteholder Exclusive Assets, except a Lien, junior in priority to the Lien in favor of the Noteholder Secured Parties.

No New Liens. So long as the Discharge of Senior Indebtedness Prior 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 (except that any Liens securing DIP Financing shall be governed by Section 6.1 hereof not this Section 2.3), the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior IndebtednessABL 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 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 Company or each such 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 or (1) to the extent the 2018 and 2023 Notes Indenture remains in effect, such Lien is on Principal Properties (as defined in the 2018 and 2023 Notes Indenture as in effect on the date hereof) or upon shares of capital stock or evidences of Indebtedness issued by any Principal Subsidiary (as defined in the 2018 and 2023 Notes Indenture as in effect on the date hereof) and owned by the Company or any Principal Subsidiary [or (2) to the extent the 2016 Boise Note Indenture remains in effect, such Lien is on Principal Properties (as defined in the 2016 Boise Note Indenture) or upon Debt (as defined in the 2016 Boise Note Indenture) or shares of stock of any Restricted Subsidiary (as defined in the 2016 Boise Note Indenture)] (any such prohibited or declined Liens, an “ABL Declined Lien”); or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Senior Indebtedness ABL Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Second Lien Fixed Asset Obligations. Any , the parties hereto agreeing that any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.2.1 hereof; provided that this provision will not be violated with

No New Liens. So long as Until the Discharge of Senior Indebtedness has not 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 Borrower, the Revolving Credit Borrower or any other Grantor, the parties hereto acknowledge and agree that it is their intention that: (a) the Term Administrative Agentsubject to Sections 2.5 and 2.6 below, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and Revolving Credit Obligations; or (b) subject to Sections 2.5 and 2.6 below, there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Senior Indebtedness Representative, on behalf of Fixed Asset Obligations. To the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Senior Indebtedness unless the Borrower Fixed Asset Obligation or such Guarantor has Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted a junior Lien on such asset or property to secure the Second Lien Revolving Credit Obligations or Fixed Asset Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeCredit Collateral Agent, on behalf of the Senior Revolving Claimholders, Credit Claimholders and the Term Administrative each Fixed Asset Collateral Agent, on behalf of Term the applicable Fixed Asset Claimholders, hereby agrees agree that, subject to Sections 2.5 and 2.6, (i) such applicable Collateral Agent that has been granted such Lien shall also hold such Lien on behalf of the other Collateral Agent subject to the relative priorities set forth in Section 2.1 and (ii) 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.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst 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 applicable First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such First Lien Collateral Agent states in writing that the First Lien Loan Documents in respect thereof prohibit such First Lien Collateral Agent from accepting a Lien on such asset or property or the applicable First 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 First Lien Obligations, a “First Lien Declined Lien”); or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior 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 applicable Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Second Lien Collateral Agent states in writing that the Second Lien Loan Documents in respect thereof prohibit such Second Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Second 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 Second Lien Obligations, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). Any such If any Second Lien referred to in the first sentence Representative, any Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens, other than any First Lien Declined Liens, securing all First Lien Obligations under the First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder shall notify the Designated First Lien Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien, other than any such Lien that would constitute a First Lien 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 hold and have held such Lien for the benefit of Section 2.1 each First Lien Representative, First Lien Collateral Agent and Section 3. 1the other 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 the Senior Indebtedness any First Lien Representative, the Senior Revolving Claimholders, the Term Administrative First Lien Collateral Agent and/or the Term First Lien Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Second Lien Representative and the Term Administrative each Second Lien Collateral Agent, on behalf of Term Claimholderseach Second Lien Claimholder represented by it, hereby 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 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. So long as the Discharge of Senior Indebtedness has not occurred, (a) the Term Administrative The Indenture Agent, for itself and on behalf of the Term Claimholdersother Indenture Secured Parties agrees that, hereby agrees that neither until the Term Administrative Agent nor any Term Claimholder will accept Senior Discharge Date, no Grantor shall grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property Credit Facility Collateral to secure any Second Lien Indenture Obligation unless the Borrower such Grantor has granted, or such Guarantor has granted substantially concurrently therewith grants, a senior Senior Lien on such asset or property Credit Facility Collateral to secure the Senior IndebtednessFirst Priority Claims, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any with each such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1this Intercreditor Agreement. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies right or remedy available to the Senior Indebtedness RepresentativeAdministrative Agent or the other Credit Facility Secured Parties, the Senior Revolving ClaimholdersIndenture Agent agrees, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, for itself and on behalf of the Senior Revolving Claimholdersother Indenture Secured Parties, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to any of them Indenture Secured Party pursuant to or as a result of Liens any Lien granted and existing in contravention of this Section 2.3 2.03 shall be subject to Section 4.24.02(a). The Administrative Agent, for itself and on behalf of the other Credit Facility Secured Parties agrees that, until the Senior Discharge Date, no Grantor shall grant or permit any additional Liens on any asset to secure any First Priority Claim unless such Grantor has granted, or substantially concurrently therewith grants, a Junior Lien on such asset to the Indenture Agent to secure the Indenture Obligations, with each such Lien to be subject to the provisions of this Intercreditor 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 Indenture Agent or the other Indenture Secured Parties, the Administrative Agent agrees, for itself and on behalf of the other Credit Facility Secured Parties, that any amounts received by or distributed to any Credit Facility Secured Party pursuant to or as a result of any Lien granted and existing in contravention of this Section 2.03 shall be subject to a Junior Lien. Notwithstanding the foregoing or any other provision in this Intercreditor Agreement to the contrary, the provisions of this Section are not intended to, nor shall they be deemed to, affect in any manner the enforceability against any Grantor of any such Lien granted and existing contrary to the terms of this Section.

No New Liens. So long as the Discharge of Senior Indebtedness Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings 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 that neither Holdings nor any other Grantor, shall: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior IndebtednessABL 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 Fixed Asset Obligations if each ABL Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either Holdings or each such 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) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of a Grantor to secure any Senior Indebtedness ABL Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Second Lien Fixed Asset Obligations. Any , the parties hereto agreeing that any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of 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 Section 3. 1either Holdings 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”). 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 Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent ABL Collateral Agents and/or the Term ABL Claimholders or (ii) the Fixed Asset Collateral Agents and/or the Fixed Asset Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 contrary, cash and cash equivalents may be pledged to secure ABL Obligations in accordance with the ABL Credit Agreement without granting a Lien thereon to secure any other ABL Obligations or any other Fixed Asset Obligations.

No New Liens. So long as Until the Discharge of Senior Indebtedness has not ABL Obligations and the Discharge of Fixed Asset Obligations 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, except as expressly provided in any Additional Fixed Asset Document which may provide for such Additional Fixed Asset Obligations to exclude Collateral (but not to include any assets that do not secure the ABL Obligations and Initial Fixed Asset Obligations), it is their intention that: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property of any Grantor to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure of such Grantor also secures the Senior Indebtedness, and ABL Obligations; (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property of any Grantor to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure of such Grantor also secures the Second Lien Fixed Asset Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent any additional Liens are granted on any such asset or property of a Grantor as described above, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that Liens are granted on any such asset or property of a Grantor to secure any Fixed Asset Obligation or ABL Obligation, as applicable, and a corresponding Lien is not granted to secured the foregoing provisions are not complied with for any reasonABL Obligations or Fixed Charge Obligations, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeABL Collateral Agent, on behalf of the Senior Revolving Claimholders, ABL Claimholders and the Term Administrative each Fixed Asset Collateral Agent, on behalf of Term the applicable Fixed Asset Claimholders, hereby agrees 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 2.03 shall be subject to Section 4.24.02.

No New Liens. So long as Until the Discharge of Senior Indebtedness has not ABL Obligations and the Discharge of Fixed Asset Obligations 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, except as expressly provided in any Additional Fixed Asset Document (but only to the extent such Additional Fixed Asset Document waives the right of the Fixed Asset Obligations to be secured by such assets or property), it is their intention that: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property of any Grantor to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and ABL Obligations; (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property of any Grantor to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure also secures the Second Lien Fixed Asset Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent any additional Liens are granted on any such asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that Liens are granted on any such asset or property to secure any Fixed Asset Obligation or ABL Obligation, as applicable, and a corresponding Lien is not granted to secured the foregoing provisions are not complied with for any reasonABL Obligations or Fixed Charge Obligations, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeABL Collateral Agent, on behalf of the Senior Revolving Claimholders, ABL Claimholders and the Term Administrative each Fixed Asset Collateral Agent, on behalf of Term the applicable Fixed Asset Claimholders, hereby agrees 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 2.03 shall be subject to Section 4.24.02.

No New Liens. So long as the Discharge of Senior Indebtedness 2024 First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness2024 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 2024 First Lien Obligations if the 2024 First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the 2024 First Lien Collateral Agent states in writing that the 2024 First Lien Loan Documents prohibit the 2024 First Lien Collateral Agent from accepting a Lien on such asset or property, or the 2024 First Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “2024 First Lien Declined Lien”). (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness 2024 First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior 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 asset or property and the Second Lien 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 2024 First Lien Declined Liens, the “Declined Liens”). Any such If any Second Lien referred to in the first sentence Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all 2024 First Lien Obligations under the 2024 First Lien Collateral Documents, such Second Lien Collateral Agent or Second Lien Claimholder shall notify the 2024 First 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 2024 First Lien Collateral Agent as security for the 2024 First Lien Obligations, such Second Lien Collateral Agent and Second Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the 2024 First Lien Collateral Agent and Section 3. 1the other 2024 First Lien Claimholders, other than any 2024 First Lien Claimholders whose 2024 First Lien Loan Documents prohibit them from taking such Liens, as security for the 2024 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 2024 First Lien Collateral Agent and/or the Senior Indebtedness Representative, the Senior Revolving 2024 First Lien Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Second Lien Collateral Agent, on behalf of Term 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 contravention of this Section 2.3 shall be subject to Section 4.2. If the 2024 First Lien Collateral Agent, any 2024 First Lien Lender or any 2024 First Lien Claimholder shall hold any Lien on any assets or property of any Grantor securing any 2024 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 2024 First Lien Collateral Agent, such 2024 First Lien Lender or such 2024 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 2024 First Lien Collateral Agent, such 2024 First Lien Lender and 2024 First Lien Claimholders shall be deemed to 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 any of the Second Lien Collateral Agent and/or the Second Lien Claimholders, hereby the 2024 First Lien Collateral Agent, on behalf of each 2024 First Lien Claimholder, 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.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agentexcept for Excluded Collateral, on behalf of the Term Claimholders, hereby agrees that upon which neither the Term First Lien Administrative Agent nor any Term Claimholder will accept the Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien, grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst 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 First Lien Obligations if the First Lien Administrative Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the First Lien Administrative Agent states in writing that the First Lien Loan Documents prohibit the First Lien Administrative Agent from accepting a Lien on such asset or property, or the First Lien Administrative 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) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior 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 Trustee is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Second Lien Collateral Trustee states in writing that the Second Lien Documents prohibit the Second Lien Collateral Trustee from accepting a Lien on such asset or property, or the Second Lien Collateral Trustee 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”). Any such Except for Excluded Collateral, upon which neither the First Lien referred to in Administrative Agent nor the first sentence Second Lien Collateral Trustee shall hold a Lien but upon which the Second Lien Administrative Agent shall hold a Lien, and any Declined Liens, if the Second Lien Collateral Trustee or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens securing all First Lien Obligations under the First Lien Collateral Documents, the Second Lien Collateral Trustee or Second Lien Claimholder (i) shall notify the First Lien Administrative Agent promptly upon becoming aware thereof, and (ii) 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 Administrative Agent as security for the First Lien Obligations, the Second Lien Collateral Trustee and Second Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the First Lien Administrative Agent and Section 3. 1the other 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 the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term any First Lien Administrative Agent and/or the Term First Lien Claimholders, each of the Senior Indebtedness RepresentativeSecond Lien Collateral Trustee, on behalf of the Senior Revolving Claimholderseach Second Lien Claimholder, and the Term Administrative Agent, on behalf of Term Claimholders, hereby 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.

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst 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 applicable First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and the applicable First Lien Collateral Agent expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien with respect to a particular Series of First Lien Obligations, a “First Lien Declined Lien”); or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior 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 applicable Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and the applicable Second Lien Collateral Agent expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien 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”). Any such If any Second Lien referred to in the first sentence Representative, any Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all First Lien Obligations under the First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder (i) shall notify the Designated First Lien Representative 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 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 hold and have held such Lien for the benefit of Section 2.1 each First Lien Representative, First Lien Collateral Agent and Section 3. 1the other First Lien Claimholders, other than any First Lien Claimholders whose First Lien 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 the Senior Indebtedness any First Lien Representative, the Senior Revolving Claimholders, the Term Administrative First Lien Collateral Agent and/or the Term First Lien Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Second Lien Representative and the Term Administrative each Second Lien Collateral Agent, on behalf of Term Claimholderseach Second Lien Claimholder represented by it, hereby 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 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. (a) So long as the Discharge of Senior Indebtedness ABL Claims has not occurred, (a) the each Term Administrative AgentLoan Agent agrees, for itself and on behalf of each applicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Term ClaimholdersBorrower, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the ABL Borrower or any Guarantor other Grantor, that it shall not, except as otherwise provided herein, acquire or hold any additional Lien on any assets of the Borrower, any other ABL Borrower or any other Grantor securing any Term Loan Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the ABL Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property to secure any Second Lien Obligation unless and such ABL Agent states in writing that the Borrower or ABL Loan Documents in respect thereof prohibit such Guarantor has granted ABL Agent from accepting a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted ABL Agent otherwise expressly declines to accept a junior Lien on such asset or property to secure the Second (any such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien Obligations. Any such Lien referred to in the first sentence on any collateral of this Section 2.3 shall be a Grantor that is not also subject to the provisions Liens in respect of Section 2.1 the ABL Claims under the ABL Loan Documents (other than an ABL Declined Lien), then the applicable Term Loan Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and Section 3notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of any ABL Agent as security for the ABL Claims (subject to the Lien priority and other terms hereof) and shall promptly notify each ABL Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agents to assign or release such Liens to the applicable ABL Agent (and/or its designees) as security for the ABL Claims. 1. To (b) So long as the extent that the foregoing provisions are Discharge of Term Loan Claims has not complied with for any reason, without limiting any other rights and remedies available to the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholdersoccurred, each of the Senior Indebtedness RepresentativeABL Agent agrees, for itself and on behalf of each applicable ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Senior Revolving ClaimholdersBorrower, and any other ABL Borrower or any other Grantor, that it shall not, except as otherwise provided herein, acquire or hold any Lien on any assets of the Borrower, any other ABL Borrower or any other Grantor securing any ABL Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the Term Administrative Agent, on behalf of Loan Claims under the Term Claimholders, hereby agrees Loan Documents; provided that any amounts received by or distributed this provision will not be violated with respect to any Term Loan Obligations if the applicable Term Loan Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Term Loan Agent states in writing that the Term Loan Documents in respect thereof prohibit such Term Loan Agent from accepting a Lien on such asset or property or such Term Loan Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term Declined Lien”). If an ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be Grantor that is not also subject to Section 4.2the Liens in respect of the Term Loan Claims under the Term Loan Documents (other than a Term Declined Lien), then the applicable ABL Agent shall, to the extent permissible under applicable law, 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 Term Loan Agents as security for the Term Loan Claims (in each case, subject to the Lien priority and other terms hereof) and shall promptly notify each Term Loan Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan Agents to assign or release such Liens to the applicable Term Loan Agent (and/or its designees) as security for the applicable Term Loan Claims. Notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure (x) ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit (as such term is defined in the ABL Credit Agreement) or of ABL Lender Hedging Obligations (as permitted under the ABL Loan Documents) and (y) Obligations with respect to Future Secured Term Indebtedness consisting of reimbursement obligations in respect of letters of credit, in each case without granting a Lien thereon to secure any Term Loan Obligations (other than, with respect to prong (y), obligations in respect of such letters of credit).

No New Liens. (a) So long as the Discharge of Senior Indebtedness Obligations has not occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees parties hereto agree that neither the Term Administrative Agent nor any Term Claimholder will accept no Grantor shall grant or receive from the Borrower or any Guarantor permit any additional Liens Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Second Lien CHG Lease Obligation unless the Borrower it has also granted or such Guarantor has caused to be granted or contemporaneously grants or causes to be granted a senior Lien on such asset or property to secure the Senior Indebtedness, Facilities Obligations and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property has taken all actions required to secure any Senior Indebtedness unless the Borrower or perfect such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1Liens. 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 Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Collateral Agent and/or the Term Claimholdersother Senior Facilities Creditors, each of the Senior Indebtedness RepresentativeCHG, on behalf of itself and the Senior Revolving ClaimholdersJunior Creditors, and each other Junior Creditor (by its acceptance of the Term Administrative Agentbenefits of the CHG Lease Facility Documents), on behalf of Term Claimholders, hereby 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 4.26.2 hereof. (b) So long as the Discharge of CHG Lease Obligations has not occurred, the parties hereto agree that no Grantor shall grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Senior Facilities Obligation unless it has also granted or caused to be granted or contemporaneously grants or causes to be granted a Lien on such asset or property (other than the Excluded Senior Collateral) to secure the CHG Lease Obligations and has taken all actions required to perfect such Liens.

No New Liens. So long as the Discharge of Senior Indebtedness ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the ABL Grantor, no ABL Grantor shall: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of the ABL Grantor to secure any Second Lien Term Loan Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessABL Obligations, and the parties hereto agreeing that any such Lien shall be subject to Section 2.1. (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of the ABL Grantor to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Lien Term Loan Obligations. Any such If the Term Loan Collateral Agent or any Term Loan Claimholder shall hold any Lien referred to in on any assets or property of the first sentence of this Section 2.3 shall be ABL Grantor securing any Term Loan Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all ABL Obligations under the ABL Collateral Documents, the Term Loan Collateral Agent or Term Loan Claimholder (i) shall notify the Joint ABL Agent promptly upon becoming aware thereof and, unless the ABL 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 Joint ABL Agent as security for the ABL Obligations, the Term Loan Collateral Agent and Term Loan Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the Joint ABL Agent and Section 3. 1the other ABL Claimholders, other than any ABL Claimholders whose ABL Loan Documents prohibit them from taking such Liens, as security for the ABL 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 Joint ABL Agent and/or the Senior Indebtedness Representative, the Senior Revolving ABL Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Loan Collateral Agent, on behalf of each Term ClaimholdersLoan Claimholder, hereby 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 ABL Obligations, cash and cash equivalents may be pledged to secure ABL Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the ABL Loan Documents without granting a Lien thereon to secure any Term Loan Obligations. Nothing in this Section 2.3 shall apply to any assets or property of any Person other than the ABL Grantor.

No New Liens. So long as Until the Discharge of Senior Indebtedness has not Revolving Credit Obligations and the Discharge of Fixed Asset Obligations shall have occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor whether or not any Term Claimholder will accept Insolvency or receive from Liquidation Proceeding has been commenced by or against the Borrower or any Guarantor any additional other Grantor, the parties hereto acknowledge and agree that it is their intention that: (a) there shall be no Liens on any asset or property to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and Revolving Credit Obligations; and (b) there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations unless a Lien on such asset or property also secures the Senior Indebtedness Representative, on behalf of Fixed Asset Obligations. To the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Senior Indebtedness unless the Borrower Fixed Asset Obligation or such Guarantor has Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted a junior Lien on such asset or property to secure the Second Lien Revolving Credit Obligations or Fixed Asset Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeCredit Collateral Agent, on behalf of the Senior Revolving Claimholders, Credit Claimholders and the Term Administrative Fixed Asset Collateral Agent, on behalf of Term the Fixed Asset Claimholders, hereby agrees 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.

No New Liens. So long as (a) Until the date upon which the Discharge of Senior Indebtedness has not ABL Obligations shall have occurred, the parties hereto agree that (a) except as may be separately otherwise agreed in writing by and between the Term Administrative Agentrelevant Agents, each on behalf of itself and the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor Secured Parties represented thereby): (i) No Noteholder Secured Party shall knowingly acquire or hold any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens Lien on any asset or property to secure assets of any Second Lien Credit Party securing any Note Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to other than Excluded Assets (as defined in the first sentence of this Section 2.3 shall be ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the provisions Lien of Section 2.1 the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Noteholder Secured Party shall (nonetheless and Section 3in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Note Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the Note Agent (or the relevant Noteholder Secured Party) shall, without the need for any further consent of any other Noteholder Secured Party and notwithstanding anything to the contrary in any other Note Document, be deemed to also hold and have held such lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Noteholder Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Noteholder Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)). 1(ii) No Additional Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. To If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent that such property constitutes Excluded Assets (as defined in the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2ABL Documents)).

No New Liens. So Except as provided in Section 2.06, so long as the Discharge of Senior Indebtedness Secured Debt Obligations with respect to any Senior Secured Obligation has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that the Borrower shall not, and shall not permit any other Grantor to, grant any Lien on any of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Subsidiary, has granted (aor offered to grant with a reasonable opportunity for such Lien to be accepted) the Term Administrative Agent, a corresponding Lien on behalf such property in favor of the Term Claimholdersholders of the Senior Secured Obligations with respect to such property; provided, hereby agrees that neither however, notwithstanding the Term Administrative Agent nor foregoing, the refusal of any Term Claimholder will such holder of Senior Secured Obligations to accept or receive from a Lien on any property of any Grantor shall not prohibit the Borrower taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall acquire any Lien on any property of any Grantor or any Guarantor of their respective Subsidiaries constituting Junior Secured Obligations Collateral securing any Junior Secured Obligations which property is not also subject to the Lien of the holders of Senior Secured Obligations with respect to such property, then such holders of Junior Secured Obligations shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Junior Document (x) hold and be deemed to have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to secure any Second Lien Obligation unless this Section 2.14, the Borrower or priority of such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject determined in accordance with Section 2.01. In addition, to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available to the Senior Indebtedness Representativeunder this Agreement, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term ClaimholdersABL Agent, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Pari Term Loan Debt Agent and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 2.3 2.14 shall be subject to Section 4.22.04(b).

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Loan Party, no Grantor shall (and the Company shall not permit any other Grantor to): (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessFirst 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 applicable First Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such First Lien Collateral Agent states in writing that the First Lien Loan Documents in respect thereof prohibit such First Lien Collateral Agent from accepting a Lien on such asset or property or the applicable First 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 First Lien Obligations, a “First Lien Declined Lien”); or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior 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 applicable Second Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or such Second Lien Collateral Agent states in writing that the Second Lien Loan Documents in respect thereof prohibit such Second Lien Collateral Agent from accepting a Lien on such asset or property or the applicable Second 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 Second Lien Obligations, a “Second Lien Declined Lien” and, together with the First Lien Declined Liens, the “Declined Liens”). Any such If any Second Lien referred to in the first sentence Representative, any Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Second Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all First Lien Obligations under the First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral Agent or Second Lien Claimholder shall notify the Designated First Lien Representative 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 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 hold and have held such Lien for the benefit of Section 2.1 each First Lien Representative, First Lien Collateral Agent and Section 3. 1the other 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 the Senior Indebtedness any First Lien Representative, the Senior Revolving Claimholders, the Term Administrative First Lien Collateral Agent and/or the Term First Lien Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Second Lien Representative and the Term Administrative each Second Lien Collateral Agent, on behalf of Term Claimholderseach Second Lien Claimholder represented by it, hereby 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 First Lien Representative, any First Lien Collateral Agent 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 junior-priority Liens, other than any Declined Liens, securing all Second Lien Obligations under the Second Lien Collateral Documents, such First Lien Representative, First Lien Collateral Agent or First Lien Claimholder shall notify the Designated Second Lien Representative 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 each Second Lien Collateral Agent as security for the Second Lien Obligations represented by it, such First Lien Representative, First Lien Collateral Agent and First Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of each Second Lien Representative, Second Lien Collateral Agent and the other Second Lien Claimholders, other than any Second Lien Claimholders whose Second Lien Loan Documents prohibit them from taking such Liens, as security for the Second Lien Obligations.

No New Liens. So long as the Discharge of Senior Indebtedness Prior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property of any Grantor to secure any Notes Pari Passu Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Term Administrative AgentNorth America ABL Obligations and the Excess North America ABL 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 if the North America ABL Agent is given ten (10) Business Days to accept a Lien on behalf of any asset or property and the Term ClaimholdersNorth America ABL Agent states in writing that the North America ABL Documents prohibit the North America ABL Agent from accepting a Lien on such asset or property, hereby agrees that neither or the Term Administrative North America ABL Agent nor any Term Claimholder will otherwise expressly declines to accept a Lien on such asset or receive from the Borrower property; or (b) grant or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation North America ABL Obligations or Excess North America ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessNotes Pari Passu Lien Obligations, and the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; provided that this provision will not be violated if the Notes Collateral Trustee is given ten (b10) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will Business Days to accept or receive from the Borrower or any Guarantor any additional Liens a Lien on any asset or property to secure any Senior Indebtedness unless and the Borrower or such Guarantor has granted Notes Collateral Trustee states in writing that the Indenture Pari Passu Lien Debt Documents prohibit the Notes Collateral Trustee from accepting a junior Lien on such asset or property property, or the Notes Collateral Trustee otherwise expressly declines to secure the Second accept a Lien Obligations. Any on such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1asset 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 them, (i) the Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative North America ABL Agent, on behalf of Term itself and each of the other North America ABL Claimholders, hereby agrees and (ii) the Notes Collateral Trustee, on behalf of itself and each of the other Notes Pari Passu Lien 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.

No New Liens. (1) So long as the Discharge of Senior Indebtedness ABL Obligations Payment Date has not occurred, (a) the Term Administrative Agentparties hereto agree that, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor if any Term Claimholder will accept Credit Secured Party or receive from the Borrower Secured Notes Secured Party shall acquire or hold any Guarantor any additional Liens Lien on any asset assets of any Credit Party constituting ABL Priority Collateral and securing any Term Credit Obligation or property to secure any Second Lien Obligation unless Secured Notes Obligation, as the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtednesscase may be, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be assets are not also subject to the provisions first-priority Lien of Section 2.1 the ABL Secured Parties in the ABL Priority Collateral under the ABL Security Documents, then the Term Agent and/or the Secured Notes Trustees, as applicable, upon demand by the ABL Agent, will, without the need for any further consent of any other Term Credit Secured Party or Secured Notes Secured Party, and Section 3.notwithstanding anything to the contrary in any other Term Credit Document or Secured Notes Credit Document, either 1(i) release such Lien, or (ii) cause the applicable Credit Party to forthwith provide such Lien over such ABL Priority Collateral to the ABL Agent subject to the priorities of this Agreement (in which case the Term Agent and/or the Secured Notes Trustees, as applicable, may retain a Term Credit Lien or Secured Notes Lien, as applicable, 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 Senior Indebtedness Representative, the Senior Revolving ClaimholdersABL Agent, the Term Administrative Agent and/or the Term Claimholders, and each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby Secured Notes Trustees agrees that any amounts received by or distributed to any of them by it pursuant to or as a result of Liens granted in contravention of this Section 2.3 2.6(1) shall be subject to Section 4.23.4 and Section 4.1(1). (2) Provided the ABL Obligations Payment Date has occurred but so long as the Term Credit Obligations Payment Date has not occurred, the parties hereto agree that if any Secured Notes Secured Party shall acquire or hold any Lien on any assets of any Credit Party constituting ABL Priority Collateral and securing any Secured Notes Obligation and such assets are not also subject to the Lien of the Term Credit Secured Parties in the ABL Priority Collateral under the Term Credit Documents, then the Secured Notes Trustees upon demand by the Term Agent, will without the need for any further consent of any other Secured Notes Secured Party, and notwithstanding anything to the contrary in any other Secured Notes Credit Document, either (i) release such Lien, or (ii) cause the applicable Credit Party to forthwith provide such Lien over such ABL Priority Collateral to the Term Agent subject to the priorities of this Agreement (in which case the Secured Notes Trustees may retain a Secured Notes 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 Term Agent, each of the Secured Notes Trustees agrees that any amounts received or distributed by it pursuant to or as a result of Liens granted in contravention of this Section 2.6(2) shall be subject to Section 3.4 and Section 4.1(1). (3) So long as the Term Credit Obligations Payment Date has not occurred, the parties hereto agree that if any ABL Secured Party or Secured Notes Secured Party shall acquire or hold any Lien on any assets of any Credit Party constituting Term Priority Collateral and securing any ABL Obligation or Secured Notes Obligation, as the case may be, and such assets are not also subject to the first-priority Lien of the Term Credit Secured Parties in the Term Priority Collateral under the Term Credit Documents, then the ABL Agent and/or the Secured Notes Trustees, as applicable, upon demand by the Term Agent, will without the need for any further consent of any other ABL Secured Party or Secured Notes Secured Party, and notwithstanding anything to the contrary in any other ABL Credit Document or Secured Notes Credit Document, either (i) release such Lien, or (ii) cause the applicable Credit Party to forthwith provide such Lien over such Term Priority Collateral to the Term Agent subject to the priorities of this Agreement (in which case the ABL Agent and/or the Secured Notes Trustees, as applicable, may retain an ABL Lien or Secured Notes Lien, as applicable, 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 Term Agent, the ABL Agent and each of the Secured Notes Trustees agrees that any amounts received or distributed by it pursuant to or as a result of Liens granted in contravention of this Section 2.6(3) shall be subject to Section 3.4 and Section 4.1(2). (4) Provided the Term Credit Obligations Payment Date has occurred but so long as the ABL Obligations Payment Date has not occurred, the parties hereto agree that, if any Secured Notes Secured Party shall acquire or hold any Lien on any assets of any Credit Party constituting Term Priority Collateral and securing any Secured Notes Obligation and such assets are not also subject to the Lien of the ABL Secured Parties in the Term Priority Collateral under the ABL Credit Documents, then each of the Secured Notes Trustees, upon demand by the ABL Agent, will without the need for any further consent of any other Secured Notes Secured Party, and notwithstanding anything to the contrary in any other Secured Notes Credit Document, either (i) release such Lien, or (ii) cause the applicable Credit Party to forthwith provide such Lien over the Term Priority Collateral to the ABL Agent subject to the priorities of this Agreement (in which case the Secured Notes Trustees may retain a Secured Notes 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 Secured Notes Trustees, the ABL Agent agrees that any amounts received or distributed by it pursuant to or as a result of Liens granted in contravention of this Section 2.6(4) shall be subject to Section 3.4 and Section 4.1(2).

No New Liens. So long as the Discharge of Senior Indebtedness First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto acknowledge and agree that neither the Company nor any other Grantor shall, nor shall it permit any of its subsidiaries to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness, and First Lien Obligations; or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness First Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred To the extent any additional Liens are granted on any asset or property pursuant to in the first sentence of this Section 2.3 2.3, the priority of such additional Liens shall be subject to the provisions of determined in accordance with Section 2.1 (and Section 3. 1with respect to priorities among the Second Lien Claimholders also in accordance with the terms of the Collateral Trust Agreement). To In addition, 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 Indebtedness Representativehereunder, the Senior Revolving ClaimholdersFirst Lien Collateral Agent, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, for itself and on behalf of the Senior Revolving First Lien Claimholders, and the Term Administrative AgentCollateral Trustee, for itself and on behalf of Term the Second Lien Claimholders, hereby each 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. The provisions of this Section 2.3 shall not apply to the Escrow Property or the Escrow Agreement (or any interest therein) and the parties hereto agree that the Escrow Property and the Escrow Agreement (and any interest therein) secures the Notes and certain related obligations and does not secure, and is not required to secure, any First Lien Obligations or any other Second Lien Obligations.

No New Liens. So long as the Discharge of Senior Indebtedness ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Parent 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 that the Parent Borrower shall not, and shall not permit any other Grantor to: (a) the grant or permit any additional Liens on any asset or property that would otherwise constitute ABL Priority Collateral to secure any Senior Term Administrative Agent, Obligation or Junior Term Obligation unless it has granted or concurrently grants a Lien on behalf such asset or property to secure all of the ABL 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 Senior Term Claimholders, hereby agrees that neither Obligations or Junior Term Obligations if the Term Administrative ABL Collateral Agent nor is given a reasonable opportunity to accept a Lien on any Term Claimholder will accept asset or receive from property and either the Parent Borrower or any Guarantor the ABL Collateral Agent not receiving the Lien expressly states in writing that the applicable ABL Loan Documents prohibit the ABL Collateral Agent from accepting a Lien on such asset or property, or the ABL Collateral Agent otherwise expressly declines to accept a Lien on such asset or property; or (b) subject to the final paragraph of this Section 2.3, grant or permit any additional Liens on any asset or property to secure any Second Lien ABL Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf all of the Senior Revolving ClaimholdersTerm Obligations and Junior Term Obligations, hereby agrees the parties hereto agreeing that neither the 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 Senior Indebtedness Representative nor any Senior Revolving Claimholder will Term Collateral Agent or Junior Term Collateral Agent, as applicable, is given a reasonable opportunity to accept or receive from the Borrower or any Guarantor any additional Liens a Lien on any asset or property to secure any Senior Indebtedness unless and either the Parent Borrower or each Senior Term Collateral Agent or Junior Term Collateral Agent not receiving the Lien states in writing that the applicable Senior Term Loan Documents or Junior Term Loan Documents prohibit such Guarantor has granted Senior Term Collateral Agent or Junior Term Collateral Agent from accepting a junior Lien on such asset or property, or such Senior Term Collateral Agent or Junior Term Collateral Agent otherwise expressly declines to accept a Lien on such asset or property to secure the Second Lien Obligations. Any (any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1prohibited or declined Lien, a “Term Declined Lien”). 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 Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative ABL Collateral Agent and/or the ABL Claimholders, (ii) the Senior Term Collateral Agents and/or the Senior Term Claimholders or (iii) the Junior Term Collateral Agents and/or the Junior Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 contrary, the Specified Deposit Accounts may be pledged to secure ABL Obligations without granting a Lien thereon to secure any Senior Term Obligations or any Junior Term Obligations.

No New Liens. So long as the Discharge of Senior Indebtedness Secured Debt Obligations with respect to any Senior Secured Obligation has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the parties hereto agree that the Parent Borrower shall not, and shall not permit any other Grantor to, grant any Lien on any of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Subsidiary, has granted (aor offered to grant with a reasonable opportunity for such Lien to be accepted) the Term Administrative Agent, a corresponding Lien on behalf such property in favor of the Term Claimholdersholders of the Senior Secured Obligations with respect to such property; provided, hereby agrees that neither however, notwithstanding the Term Administrative Agent nor foregoing, the refusal of any Term Claimholder will such holder of Senior Secured Obligations to accept or receive from a Lien on any property of any Grantor shall not prohibit the Borrower taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall acquire any Lien on any property of any Grantor or any Guarantor of their respective Subsidiaries constituting Junior Secured Obligations Collateral securing any Junior Secured Obligations which property is not also subject to the Lien of the holders of Senior Secured Obligations with respect to such property, then such holders of Junior Secured Obligations shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Junior Document (x) hold and be deemed to have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to secure any Second Lien Obligation unless this Section 2.14, the Borrower or priority of such Guarantor has granted a senior Lien on such asset or property to secure the Senior Indebtedness, and (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens on any asset or property to secure any Senior Indebtedness unless the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject determined in accordance with Section 2.01. In addition, to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available to the Senior Indebtedness Representativeunder this Agreement, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term ClaimholdersABL Agent, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, Fixed Assets Debt Agent and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees 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 2.3 2.14 shall be subject to Section 4.22.04(b).

No New Liens. So long as the Discharge of Senior Indebtedness has ABL Obligations and the Discharge of Term Loan Obligations have not occurred, whether or not any Insolvency Proceeding has been commenced by or against the Company or any other Obligor, the ABL Collateral Agent, the ABL Secured Parties, the Term Loan Collateral Agent and the Term Loan Secured Parties, each acknowledge and agree that the Company shall not, and shall not permit any other Obligor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Obligation ABL Obligations unless the Borrower or such Guarantor Obligor has granted or concurrently grants (or offered to grant with a senior reasonable opportunity for such Lien to be accepted) a Lien on such asset or property to secure all of the Senior Indebtedness, and Term Loan Obligations; or (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Term Loan Obligations (other than any Term Loan Exclusive Real Property) unless the Borrower or such Guarantor Obligor has granted or concurrently grants (or offered to grant with a junior reasonable opportunity for such Lien to be accepted) a Lien on such asset or property to secure the Second Lien ABL Obligations. Any such Lien referred To the extent any additional Liens are granted on any asset or property (other than the Term Loan Exclusive Real Property) pursuant to in the first sentence of this Section 2.3 2.3, the priority of such additional Liens shall be subject determined in accordance with Section 2.1. In addition, to the provisions of Section 2.1 and Section 3. 1. 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 Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative ABL Collateral Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees Loan Collateral Agent agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted or permitted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything herein to the contrary, the parties agree that Term Loan Exclusive Real Property shall not be pledged to secure any ABL Obligations.

No New Liens. So long as Until the Discharge of Senior Indebtedness has Revolving Credit Obligations and the Discharge of Fixed Asset Obligations have not 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: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional there shall be no Liens on any asset or property to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and Revolving Credit Obligations; or (b) there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations (other than, for the Senior Indebtedness Representativeavoidance of doubt, any ABL Foreign Collateral) unless a Lien on behalf of such asset or property also secures the Senior Revolving Claimholders, hereby agrees that neither Fixed Asset Obligations. To the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Senior Indebtedness unless Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secured the Borrower Revolving Credit Obligations or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Fixed Charge Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeCredit Collateral Agent, on behalf of the Senior Revolving Claimholders, Credit Claimholders and the Term Administrative each Fixed Asset Collateral Agent, on behalf of Term the applicable Fixed Asset Claimholders, hereby agrees 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. For the avoidance of doubt, the Foreign Credit Parties may grant Liens on their assets or property to secure the Revolving Credit Obligations in accordance with the terms of the Revolving Credit Documents but shall not be required to grant liens on such asset or property to secure the Fixed Asset Obligations.

No New Liens. So (a) Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrowers or any other Credit Party, the parties hereto agree that the Borrowers will not, and will not permit any other Credit Party to: (1) so long as the Discharge of Senior Indebtedness ABL Obligations has not occurred, (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Cash Flow Collateral Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure all of the Senior IndebtednessABL Obligations, and any such Lien shall be subject to Section 2.3; or (b2) so long as the Senior Indebtedness RepresentativeDischarge of Cash Flow Collateral Obligations has not occurred, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure all of the Second Lien Cash Flow Collateral Obligations. Any , and any such Lien referred to in the first sentence of this Section 2.3 shall be subject to Section 2.3; provided that this provision will not be violated if the provisions Cash Flow Collateral Representative is given a reasonable opportunity to accept a Lien on any asset or property for the benefit of Section 2.1 the Cash Flow Collateral Secured Parties and Section 3the Cash Flow Collateral Representative states in writing that the applicable Cash Flow Collateral Documents prohibit the Cash Flow Collateral Representative from accepting a Lien on such asset or property. provided that notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure ABL Obligations or Cash Flow Collateral Obligations, as applicable, consisting of reimbursement obligations in respect of letters of credit pursuant to the ABL Documents or Cash Flow Collateral Documents, as applicable, without granting a Lien thereon to secure any Cash Flow Collateral Obligations or ABL Obligations, as applicable. 1. (b) 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 Indebtedness RepresentativeABL Secured Parties or Cash Flow Collateral Secured Parties, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to the Cash Flow Collateral Representative, any of them Cash Flow Collateral Secured Party, the ABL Agent or any ABL Secured Party pursuant to or as a result of Liens granted in contravention of this Section 2.3 2.10 shall be subject to Section 4.23.4.

No New Liens. So long as the Discharge of Senior Indebtedness has Revolving Credit Secured Obligations and the Discharge of Pari Passu Secured Obligations have not occurred, (a) the Term Administrative whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, each Revolving Credit Agent, on behalf of itself and the Term other Revolving Credit Claimholders, hereby each Pari Passu Representative, on behalf of itself and the other Pari Passu Secured Parties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, and each Grantor, agrees that neither the Term Administrative Agent nor each Grantor shall not, and shall not permit any Term Claimholder will accept other Grantor to: x. xxxxx or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Lien Pari Passu Secured Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior Indebtedness, Revolving Credit Secured Obligations and each other Series of Pari Passu Secured Obligations (b) subject to any agreement to the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept contrary permitted under Section 2.4(b)); 844805.3D-Chicago Server 2A - MSW x. xxxxx or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Senior Indebtedness Revolving Credit Secured Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Pari Passu Secured Obligations (subject to any agreement to the contrary permitted under Section 2.4(b)), or x. xxxxx or permit any additional Liens on any asset or property to secure any Subordinated Lien Secured Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Revolving Credit Secured Obligations and the Pari Passu Secured Obligations and each other Series of Subordinated Lien Secured Obligations. Any such Lien referred to To the extent any additional Liens are granted on any asset or property in the first sentence of accordance with this Section 2.3 2.3, the priority of such additional Liens as between the Revolving Credit Secured Obligations, the Pari Passu Secured Obligations and the Subordinated Lien Secured Obligations shall be subject determined in accordance with Section 2.1. In addition, to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to hereunder, each Revolving Credit Agent, on behalf of itself and the Senior Indebtedness Representative, the Senior other Revolving Claimholders, the Term Administrative Agent and/or the Term Credit Claimholders, each of the Senior Indebtedness Pari Passu Representative, on behalf of itself and the Senior Revolving Claimholdersother Pari Passu Secured Parties, and the Term Administrative Agenteach Subordinated Lien Representative, on behalf of Term Claimholdersitself and the other Subordinated Lien Secured Parties, hereby 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 4.26.2.

No New Liens. So long as Until the Discharge of Senior Indebtedness has Revolving Credit Obligations and the Discharge of Fixed Asset Obligations have not occurred, (a) the Term Administrative Agentwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept or receive from the Borrower or any Guarantor any additional other Grantor, the parties hereto acknowledge and agree that it is their intention that: (a) there shall be no Liens on any asset or property to secure any Second Lien Fixed Asset Obligation unless the Borrower or such Guarantor has granted a senior Lien on such asset or property to secure also secures the Senior Indebtedness, and Revolving Credit Obligations; or (b) there shall be no Liens on any asset or property of any Grantor to secure any Revolving Credit Obligations (other than, for the Senior Indebtedness Representativeavoidance of doubt, any ABL Foreign Collateral) unless a Lien on behalf of such asset or property also secures the Senior Revolving Claimholders, hereby agrees that neither Fixed Asset Obligations. To the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor extent any additional Liens are granted on any asset or property as described above, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that Liens are granted on any asset or property to secure any Senior Indebtedness unless Fixed Asset Obligation or Revolving Credit Obligation, as applicable, and a corresponding Lien is not granted to secured the Borrower Revolving Credit Obligations or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Fixed Charge Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions are not complied with for any reason, as applicable, without limiting any other rights and remedies available to the Senior Indebtedness Representativehereunder, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness RepresentativeCredit Collateral Agent, on behalf of the Senior Revolving Claimholders, Credit Claimholders and the Term Administrative each Fixed Asset Collateral Agent, on behalf of Term the applicable Fixed Asset Claimholders, hereby agrees 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. For the avoidance of doubt, the Credit Parties that are not US Credit Parties (as defined in the Revolving Credit Agreement) may grant Liens on their assets or property to secure the Revolving Credit Obligations in accordance with the terms of the Revolving Credit Documents but shall not be required to grant liens on such asset or property to secure the Fixed Asset Obligations.

No New Liens. So long as the Discharge of Super Senior Indebtedness Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall not, and shall not permit any other Grantor to: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Second Subordinated Lien Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Super Senior IndebtednessObligations, 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 Super Senior Obligations if the Super Senior Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and either the Company or the Super Senior Collateral Agent states in writing that the Super Senior Securities Purchase Documents prohibit the Super Senior Collateral Agent from accepting a Lien on such asset or property, or the Super Senior Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Super Senior Declined Lien”). (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property to secure any Super Senior Indebtedness Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Subordinated Lien Obligations; provided that this provision will not be violated with respect to any Subordinated Lien Obligations if the Subordinated Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and the Subordinated Lien Collateral Agent states in writing that the Subordinated Lien Loan Documents prohibit the Subordinated Lien Collateral Agent from accepting a Lien on such asset or property, or the Subordinated Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined lien, a “Subordinated Lien Declined Lien” and, together with the Super Senior Declined Liens, the “Declined Liens”). Any such 168776.01000/150935587v.4 If any Subordinated Lien referred to in the first sentence Collateral Agent or any Subordinated Lien Claimholder shall hold any Lien on any assets or property of this Section 2.3 shall be any Grantor securing any Subordinated Lien Obligations that are not also subject to the provisions first-priority Liens, other than any Declined Liens, securing all Super Senior Obligations under the Super Senior Collateral Documents, such Subordinated Lien Collateral Agent or Subordinated Lien Claimholder shall notify the Super Senior 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 Super Senior Collateral Agent as security for the Super Senior Obligations, such Subordinated Lien Collateral Agent and Subordinated Lien Claimholders shall be deemed to hold and have held such Lien for the benefit of Section 2.1 the Super Senior Collateral Agent and Section 3. 1the other Super Senior Claimholders, other than any Super Senior Claimholders whose Super Senior Securities Purchase Documents prohibit them from taking such Liens, as security for the Super 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 any Super Senior Collateral Agent and/or the Super Senior Indebtedness Representative, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Subordinated Lien Collateral Agent, on behalf of Term each Subordinated Lien Claimholder, 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 the Super Senior Collateral Agent, any Super Senior Buyer or any Super Senior Claimholder shall hold any Lien on any assets or property of any Grantor securing any Super Senior Obligations that are not also subject to the second-priority Liens, other than any Declined Liens, securing all Subordinated Lien Obligations under the Subordinated Lien Collateral Documents, the Super Senior Collateral Agent, such Super Senior Buyer or such Super Senior Claimholder (i) shall notify the Subordinated 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 Subordinated Lien Collateral Agent as security for the Subordinated Lien Obligations, the Super Senior Collateral Agent, such Super Senior Buyer and Super Senior Claimholders shall be deemed to hold and have held such Lien for the benefit of the Subordinated Lien Collateral Agent and the other Subordinated 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 of the Subordinated Lien Collateral Agent and/or the Subordinated Lien Claimholders, hereby the Super Senior Collateral Agent, on behalf of each Super Senior Claimholder, 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.

No New Liens. So long as the Discharge of Senior Indebtedness ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, no ABL Grantor shall: (a) the Term Administrative Agent, on behalf of the Term Claimholders, hereby agrees that neither the Term Administrative Agent nor any Term Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of such ABL Grantor to secure any Second Lien Term Loan Obligation unless the Borrower or such Guarantor it has granted or concurrently grants a senior Lien on such asset or property to secure the Senior IndebtednessABL 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 ABL Obligations if the ABL Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property of any ABL Grantor and either the ABL Borrower or the ABL Collateral Agent states in writing that the ABL Loan Documents prohibit the ABL Collateral Agent from accepting a Lien on such asset or property of the ABL Grantor, or the ABL Collateral Agent otherwise expressly declines to accept a Lien on such asset or property of the ABL Grantor (any such prohibited or declined lien, a “ABL Declined Lien”). (b) the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor any Senior Revolving Claimholder will accept grant or receive from the Borrower or any Guarantor permit any additional Liens on any asset or property of such ABL Grantor to secure any Senior Indebtedness ABL Obligations unless the Borrower or such Guarantor it has granted or concurrently grants a junior Lien on such asset or property to secure the Second Term Loan Obligations; provided that this provision will not be violated with respect to any Term Loan Obligations if the Term Loan Collateral Agent is given a reasonable opportunity to accept a Lien Obligations. Any such Lien referred to on any asset or property of any ABL Grantor and either the ABL Borrower or the Term Loan Collateral Agent states in the first sentence of this Section 2.3 shall be subject to the provisions of Section 2.1 and Section 3. 1. To the extent writing that the foregoing provisions are not complied Term Loan Documents prohibit the Term Loan Collateral Agent from accepting a Lien on such asset or property of the ABL Grantor, or the Term Loan Collateral Agent otherwise expressly declines to accept a Lien on such asset or property of the ABL Grantor (any such prohibited or declined lien, a “Term Loan Declined Lien” and, together with for any reason, without limiting any other rights and remedies available to the Senior Indebtedness RepresentativeABL Declined Liens, the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each of the Senior Indebtedness Representative, on behalf of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf of Term Claimholders, hereby agrees that any amounts received by or distributed to 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“Declined Liens”).

No New Liens. So long as the Discharge of Senior Indebtedness has not occurred, (a) Until the Term Administrative AgentABL Obligations Discharge Date, no Note and Specified Hedge Secured Party shall acquire or hold any Lien on behalf any assets of any Loan Party securing any Note and Specified Hedge Obligation which assets are not also subject to the Lien of the Term ClaimholdersABL Representative under the ABL Documents (other than Liens granted with respect to the Separate Collateral), hereby agrees that neither subject to the Term Administrative Agent nor Lien Priority set forth herein. If any Term Claimholder will accept Note and Specified Hedge Secured Party shall (nonetheless and in breach hereof) acquire or receive from the Borrower or hold any Guarantor any additional Liens Lien on any asset assets of any Loan Party securing any Note and Specified Hedge Obligation which assets are not also subject to the Lien of the ABL Representative under the ABL Documents (other than Liens granted with respect to the Separate Collateral), subject to the Lien Priority set forth herein, then the Note and Specified Hedge Representative (or property the relevant Note and Specified Hedge Secured Party) shall, without the need for any further consent of any other Note and Specified Hedge Secured Party and notwithstanding anything to secure the contrary in any Second other Note and Specified Hedge Document, be deemed to also hold and have held such lien for the benefit of the ABL Representative as security for the ABL Obligations (subject to the Lien Obligation unless Priority and other terms hereof) and shall promptly notify the Borrower or ABL Representative in writing of the existence of such Guarantor has granted a senior Lien on such asset or property Lien. For the avoidance of doubt, the ABL Secured Parties shall not have any claim with respect to secure the Senior Indebtedness, and Separate Collateral. (b) Until the Senior Indebtedness RepresentativeNote and Specified Hedge Obligations Discharge Date, on behalf of the Senior Revolving Claimholders, hereby agrees that neither the Senior Indebtedness Representative nor no ABL Secured Party shall acquire or hold any Senior Revolving Claimholder will accept or receive from the Borrower or any Guarantor any additional Liens Lien on any asset or property assets of any Loan Party securing any ABL Obligation which assets are not also subject to secure any Senior Indebtedness unless a Lien under the Borrower or such Guarantor has granted a junior Lien on such asset or property to secure the Second Lien Obligations. Any such Lien referred to in the first sentence of this Section 2.3 shall be Note and Specified Hedge Documents, subject to the provisions Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of Section 2.1 and Section 3. 1. To the extent that the foregoing provisions any Loan Party securing any ABL Obligation which assets are not complied with also subject to a Lien of the Note and Specified Hedge Representative under the Note and Specified Hedge Documents, subject to the Lien Priority set forth herein, then the ABL Representative (or the relevant ABL Secured Party) shall, without the need for any reason, without limiting further consent of any other rights ABL Secured Party and remedies available notwithstanding anything to the Senior Indebtedness Representativecontrary in any other ABL Document, be deemed to also hold and have held such lien for the Senior Revolving Claimholders, the Term Administrative Agent and/or the Term Claimholders, each benefit of the Senior Indebtedness Representative, on behalf Note and Specified Hedge Representative as security for the Note and Specified Hedge Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Note and Specified Hedge Representative in writing of the Senior Revolving Claimholders, and the Term Administrative Agent, on behalf existence of Term Claimholders, hereby 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 4.2such Lien.