Common use of No New Liens Clause in Contracts

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

No New Liens. The So long as the Discharge of ABL Obligations has not occurred, the parties hereto agree that there shall be no Lien, and no the Company or any other Grantor shall have not grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Term Obligation or Notes Obligation unless it has granted or contemporaneously grants (x)(i) a First Priority Lien on such Grantor securing any Secured Obligation of such Grantor asset or property to secure the ABL Obligations if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First or property constitutes ABL Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties Collateral or (ii) the a Second Priority Secured Parties Lien on such asset or property to secure the ABL Obligations if such asset or property constitutes TL Priority Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes ABL Priority Collateral or (ii) a First Priority Lien on such asset or property to secure the Term Obligations if such asset or property constitutes TL Priority Collateral and (z) a Third Priority Lien on such asset or property to secure the Notes Obligations. To the extent that the 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 ABL Collateral Agent and/or the ABL Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 Parties, each of the Term Collateral Agent, on behalf of Term Secured Parties, and (y) this Section 2.4 shall be inapplicable the Notes Collateral Agent, on behalf of the Notes Secured Parties, agrees that any amounts received by or distributed to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (them pursuant to or as defined in a result of Liens on the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and Priority Collateral granted in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations contravention of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence clause (x)(i) of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held 3.1(c) shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)3.3.

No New Liens. The Subject to Section 11.04 of the Notes Indenture and the corresponding provision of any other Second-Priority Credit Document, so long as the Discharge of First-Priority Obligations has not occurred, the parties hereto agree that there that, after the date hereof, if any Second-Priority Representative shall be no Lien, and no Grantor shall have hold any right to create any Lien, Lien on any asset assets intended to be Common Collateral of such the Company or any other Grantor securing any Secured Obligation of such Grantor if such asset is Second-Priority Obligations that are not also subject to a the first-priority Lien securing each other Secured Obligation in respect of the First-Priority Obligations under the First-Priority Documents, such GrantorSecond-Priority Representative shall notify the First-Priority Collateral Agent promptly upon becoming aware thereof and, except that (x) nothing contained in this Section 2.4 shall preclude upon demand by the First-Priority Collateral Agent or the Company, will either (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties release such Lien or (ii) assign such Lien to the Second First-Priority Secured Parties or Collateral Agent (and/or its designee) as security for the Third applicable First-Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and Obligations (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined and, in the ABL Credit Agreementcase of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof), and not any other obligations, that is permitted under both . Subject to Section 11.04 of the ABL Credit Agreement Notes Indenture and the Term Loan Agreement. If corresponding provision of any Secured Party Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of the Company or any other Grantor securing the Secured any Second-Priority Obligations of such Grantor, which assets that are not also subject to a the Lien securing the in favor of each other Secured Obligations of Second-Priority Representative such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of Second-Priority Representative shall notify any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)Second-Priority Representative promptly upon becoming aware thereof.

No New Liens. The parties hereto Secured Parties agree that (a) there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset assets of such any Grantor securing any Secured Obligation of such Grantor if such asset is assets are not also subject to to, and do not become subject to, a Lien of equal priority securing each other all the Secured Obligation of such Grantor, except that (x) nothing contained Obligations on the same basis as set forth in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 8.8 and (yb) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If if any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the any Secured Obligations of such Grantor, Obligation which assets are not also subject to a Lien of the same priority securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4Obligations, then such Secured Party shall, will without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Documentother Secured Instrument, be deemed either (i) assign such Lien to the Collateral Trustee as security for the Secured Obligations or (ii) hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets Parties, as directed by the first sentence Directing Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Secured Parties, the Secured Parties agree that any amounts received by or distributed to any of them while a Notice of Acceleration is in effect pursuant to or as a result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held 8.9 shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)3.4.

No New Liens. The Until the date upon which all ABL Obligations shall have been paid in full and all commitments under the ABL Documents terminated, and for so long as the Second Lien Obligations are secured by any ABL Priority Collateral, the parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Second Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor Loan Party securing the Secured Obligations of such Grantor, any Second Lien Obligation which assets are not also subject to a the Lien of the ABL Agents under the ABL Documents. If any Second Lien Secured Party shall nonetheless acquire or hold any Lien on any assets of any Loan Party securing any Second Lien Obligation which assets are not also subject to the other Secured Obligations Lien of such Grantor as required by the first sentence of this Section 2.4ABL Agents under the ABL Documents, then such the Second Lien Agent (or the relevant Second Lien Secured Party Party) shall, without the need for any further consent of any other Second Lien Secured Party, any Second Lien Borrower or any Second Lien Guarantor and notwithstanding anything to the contrary in any Loan other Second Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Secured Parties holding Secured ABL Agents as security for the ABL Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions Lien Priority and other terms hereof) and shall promptly notify the ABL Agents in writing of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)existence of such Lien.

No New Liens. The parties hereto agree that there that, so long as the Discharge of First Lien Obligations has not occurred, each of the Parent and the Borrower shall be no Liennot, and no Grantor shall have not permit any right to create of its Subsidiaries to: (a) grant or permit any Lien, additional Liens on any asset of such Grantor securing Property to secure any Secured Second Lien Obligation of such Grantor if such asset is not also subject to unless it has granted, or concurrently therewith grants, a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a senior Lien on such assets by Property to secure the first sentence of this Section 2.4 First Lien Obligations; or (and b) grant or permit any additional Liens on any Property to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a junior Lien on such Property to secure the Second Lien Obligations, with each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement. To the extent that the provisions of this Section 2.03 are not complied with for any reason, including without limitation limiting any other right or remedy available to the lien subordination provisions set forth First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.1)2.03 shall be subject to Section 4.02. 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 Credit Agreement without granting a Lien thereon to secure any Second Lien Obligations so long as the aggregate amount of such reimbursement obligations and all other First Lien Capped Obligations shall not exceed the First Lien Cap Amount and shall not exceed 105% of the reimbursement obligations in respect of such letters of credit issued.

No New Liens. The parties hereto agree that there shall be no Lienhereto, and no Grantor each of the Grantors, agree that, so long as the Discharge of Credit Agreement Obligations has not occurred, other than cash collateral granted to secure the Credit Agreement Obligations in accordance with the terms of any Loan Document, none of the Grantors shall have grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Credit Agreement Obligation or Additional First Lien Obligation unless it has granted, or concurrently therewith grants, or permits the grant of, a Lien on such asset or property of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing secure each other Secured Obligation Series of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan AgreementObligations. If any Authorized Representative or any First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing any Credit Agreement Obligation or Additional First Lien Obligation, as applicable, other than cash collateral granted to secure the First Lien Obligations in accordance with the terms of any Secured Obligations of such GrantorCredit Document, which assets that are not also subject to a Liens securing all other First Lien securing Obligations under the other Secured Obligations of applicable First Lien Security Documents (the “Undersecured Obligations”), subject to Section 1.03, (A) such Grantor as required by the first sentence of this Section 2.4, then such Authorized Representative or First Lien Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, shall be deemed to hold and have held such Lien for the benefit of each Authorized Representative and the other First Lien Secured Parties holding Secured in respect of Undersecured Obligations that are required to have as security for such Person’s First Lien Obligations and (B) the Grantors shall notify the Authorized Representative for the Undersecured Obligations promptly upon becoming aware of any Undersecured Obligations and shall promptly grant a similar Lien with the same priority on such assets by or property to each Authorized Representative as security for the first sentence of this Section 2.4 (and each such applicable First Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)Obligations.

No New Liens. The parties hereto agree that there none of the Grantors shall, or shall be no Lienpermit any of its subsidiaries to, and no Grantor shall have so long as the Discharge of First Lien Obligations has not occurred, (i) grant or permit any right to create any Lien, additional Liens on any asset of such Grantor securing to secure any Secured Obligation of such Grantor if Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) secure the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties Lien Obligations or (ii) 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 Priority Secured Parties Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the Third Priority other First Lien Secured Parties from being Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees (i) that any amounts received by or distributed to any Second Lien Secured Party, pursuant to or as a result of any Lien granted Adequate Protection Liens in accordance with Section 5.4 and (y) contravention of this Section 2.4 shall be inapplicable subject to Section 4.02, (ii) if the Second Lien Collateral Agent or any Second Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold acquires any Lien on any assets of the Borrower or any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a the Lien securing of the other Secured Obligations of such Grantor as required by First Lien Collateral Agent under the first sentence of this Section 2.4First Lien Security Documents, then such Secured Party shall, without the need for any further action or consent of any other Secured PartyPerson, and notwithstanding anything to the contrary in any Loan Document, Second Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required First Lien Collateral Agent as security of the First Lien Obligations, in each case subject to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)this Agreement.

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor Loan Party shall have any right to create any Lien, on any asset of such Grantor Loan Party securing any Secured Obligation of such Grantor Loan Party if such asset is not also subject to a Lien securing each other Secured Obligation of such GrantorLoan Party, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority holders of any other Secured Parties or the Third Priority Secured Parties Obligations or (ii) the Second Priority Secured Parties or the and Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement5.4. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor Loan Party securing the Secured Obligations of such GrantorLoan Party (other than any Adequate Protection Liens that may be granted to the First Priority Secured Parties), which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor Loan Party as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

No New Liens. (a) The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor consisting of or constituting ABL Priority Collateral securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens on ABL Priority Collateral regardless of whether any Adequate Protection Liens thereon are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Supply Chain Obligations, Secured Swap Obligations, Secured Treasury Services Obligations and/or Letters of Credit (including the cash collateralization thereof) (each, as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor constituting ABL Priority Collateral securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). (b) Subject to Section 5.4(b), the ABL Secured Parties agree that they will not take or accept any Lien on any Term Loan Exclusive Collateral unless either (x) this Agreement is first amended in form and substance reasonably satisfactory to the Term Loan Agent to provide the Term Loan Secured Parties with reciprocal protections with respect to the Term Loan Exclusive Collateral as the ABL Secured Parties enjoy hereunder with respect to the ABL Priority Collateral or (y) the parties hereto otherwise enter into an intercreditor agreement in form and substance reasonably satisfactory to the Term Loan Agent providing the Term Loan Secured Parties with reciprocal protections with respect to the Term Loan Exclusive Collateral as the ABL Secured Parties enjoy hereunder with respect to the ABL Priority Collateral.

No New Liens. The Following the date hereof, and with respect to clauses (a) and (b) below, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Grantors, the parties hereto agree that there the Grantors shall be no Liennot, and no shall not permit any other Grantor shall have to: (a) grant or permit any right to create any Lien, additional Liens on any asset of such Grantor securing or property to secure any Secured Second Lien Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being unless it has granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have concurrently grants a Lien on such assets asset or property to secure the First Lien Obligations which shall be senior to the Lien securing the Second Lien Obligations as provided in this Agreement; (b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations which shall be junior to the Lien securing the First Lien Obligations as provided in this Agreement; provided, however, that, notwithstanding anything herein to the contrary, in no event shall any Grantor be required to grant or permit any additional Liens on any Excluded Assets to secure the Second Lien Obligations (but only for so long as such asset or property constitutes Excluded Assets); or (c) 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. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Administrative Agent and/or the other First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by the first sentence or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held 2.3 shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)4.2.

No New Liens. The So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Guarantor, the parties hereto agree that there the Company shall be no Liennot, and no Grantor shall have not permit any right to create Guarantor to, (i) grant or permit any Lien, additional Liens on any asset of such Grantor securing or property to secure any Secured Obligation of such Grantor if Second Lien Obligations unless it has granted or concurrently grants a Lien on such asset is not also subject or property to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) secure the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties Lien Obligations, or (ii) the Second Priority Secured Parties grant or the Third Priority Secured Parties from being granted Adequate Protection permit any additional Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of asset to secure any Grantor securing the Secured First Lien Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have unless it has granted or concurrently grants a Lien on such assets asset to secure the Second Lien Obligations; provided that this provision will not be violated if the Company or any Guarantor takes all appropriate action to grant to the First Lien Collateral Agent or the Second Lien Collateral Agent a Lien and the First Lien Collateral Agent or Second Lien Collateral Agent has not taken any action to perfect such Lien on such property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by the first sentence or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held 2.3 hereof shall nevertheless be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)4.2 hereof.

No New Liens. The parties hereto agree that (a) Protection of U.S. Revolver Obligations. Until the U.S. Revolver Obligations Payment Date has occurred, but subject to the next succeeding sentence: (i) there shall be no LienLien securing any Term Loan Obligation or International Obligation, and no Grantor Loan Party shall have any right to create any such Lien, in each case except as otherwise permitted under the Loan Documents, on any asset Property of any Loan Party if such Grantor Property is not already subject to, or does not concurrently become subject to, a Lien securing the U.S. Revolver Obligations subject to the lien priorities set forth in Section 2.1, and (ii) if any Term Loan Secured Party or International Secured Party shall acquire or hold any Lien securing any Secured Term Loan Obligation or International Obligations on any Property of such Grantor if such asset any Loan Party that is not also subject to a the Lien securing each other Secured Obligation of such Grantor, except that the U.S. Revolver Collateral Agent under the U.S. Loan Documents (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted and subject to the Second Priority Secured Parties lien priorities set forth in Section 2.1), then the Term Collateral Agent or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit International Collateral Agent (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereofapplicable) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shallwill, without the need for any further consent of any other Term Loan Secured Party, Party or International Secured Party (as applicable) and notwithstanding anything to the contrary in any other U.S. Loan Document or International Loan Document, be deemed to also hold and have held such Lien for the benefit of the U.S. Revolver Collateral Agent as security for the U.S. Revolver Obligations (subject to the lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the U.S. Revolver Collateral Agent in writing of the existence of such Lien. The foregoing sentence shall not apply to: (i) Liens securing obligations under any Secured Parties holding Secured Hedging Agreement or (ii) Liens created to secure solely the International Obligations on Property of the U.S. Borrower and its Subsidiaries that are required to have a Lien on such assets by is not Common Collateral. To the extent that the first sentence of this Section 2.4 (2.4(a) is not complied with for any reason, without limiting any other rights and each remedies available to the U.S. Revolver Secured Parties, the Term Collateral Agent and the International Collateral Agent agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of such Lien so deemed to have been held first sentence shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)4.1.

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (xa) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (yb) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Bank Product Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement and the LC Credit Agreement), and not any other obligations, that is permitted under both each of the ABL Credit Agreement Agreements and the Term Loan LC Credit Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). In the event such Secured Party knows such assets are not subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall promptly notify the other Secured Parties in writing of the existence of such Lien.

No New Liens. (a) The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor consisting of or constituting ABL Priority Collateral securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens on ABL Priority Collateral regardless of whether any Adequate Protection Liens thereon are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Supply Chain Obligations, Secured Swap Obligations, Secured Treasury Services Obligations and/or Letters of Credit (as defined in including the ABL Credit Agreementcash collateralization thereof), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan AgreementSecured Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor constituting ABL Priority Collateral securing the any Secured Obligations of such GrantorObligations, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). (b) Subject to Section 5.4(b), the ABL Secured Parties agree that they will not take or accept any Lien on any Term Loan/Notes Exclusive Collateral unless either (x) this Agreement is first amended in form and substance reasonably satisfactory to the Second Priority Representatives to provide the Second Priority Secured Parties with customary protections with respect to the Term Loan/Notes Exclusive Collateral reflecting the senior nature of the Second Priority Representatives’ Liens in the Term Loan/Notes Exclusive Collateral relative to the ABL Agent’s Liens in the Term Loan/Notes Exclusive Collateral or (y) the parties hereto otherwise enter into an intercreditor agreement in form and substance reasonably satisfactory to the Second Priority Representatives to provide the Second Priority Secured Parties with customary protections with respect to the Term Loan/Notes Exclusive Collateral reflecting the senior nature of the Second Priority Representatives’ Liens in the Term Loan/Notes Exclusive Collateral relative to the ABL Agent’s Liens in the Term Loan/Notes Exclusive Collateral.

No New Liens. The So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that there the Company shall be no Liennot, and no shall not permit any other Grantor shall have to: (a) grant or permit any right to create any Lien, additional Liens on any asset of such Grantor securing or property to secure any Secured Second Lien Obligation of such Grantor if unless it has granted or concurrently grants a Lien on such asset is not also or property to secure the First Lien Obligations and the Third Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (b) grant or permit any additional Liens on any asset or property to secure any Third Lien Obligations unless it has granted or concurrently grants a Lien securing each other Secured Obligation of on such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) asset or property to secure the Second Lien Obligations and the First Priority Secured Parties from being Lien Obligations, the parties hereto agreeing that any such Lien shall be subject to Section 2.1 hereof; or (c) grant or permit any additional Liens on any asset or property to secure any First Lien Obligations (other than an Excluded Asset) unless it has granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted or concurrently grants a Lien on such asset or property to secure the Third Lien Obligations and the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) Lien Obligations. If the Second Priority Secured Parties Lien Representative, the Second Lien Collateral Agent or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Second Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing the Secured any Second Lien Obligations of such Grantor, which assets that are not also subject to a the first-priority Liens securing all First Lien securing Obligations under the other First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral Agent or Second Lien Secured Obligations of Party shall notify the Designated First Lien Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral Agent as required security for the First Lien Obligations represented by the first sentence of this Section 2.4it, then such Second Lien Representative, Second Lien Collateral Agent and Second Lien Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, Parties shall be deemed to hold and have held such Lien for the benefit of each First Lien Representative, each First Lien Collateral Agent and the other First Lien Secured Parties holding 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 Representative, any First Lien Collateral Agent and/or the First Lien Secured Parties, the Second Lien Representative and the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2. If the Third Lien Representative, the Third Lien Collateral Agent or any Third Lien Secured Party shall hold any Lien on any assets or property of any Grantor securing any Third Lien Obligations that are required not also subject to have the first-priority Liens securing all First Lien Obligations under the First Lien Collateral Documents and the second-priority Liens securing all Second Lien Obligations under the Second Lien Collateral Documents such Third Lien Representative, Third Lien Collateral Agent or Third Lien Secured Party shall notify the Designated First Lien Representative and the Second Lien Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral Agent as security for the First Lien Obligations represented by it and the first sentence Second Lien Collateral Agent as security for the Second Lien Obligations represented by it, such Third Lien Representative, Third Lien Collateral Agent and Third Lien Secured Parties shall be deemed to hold and have held such Lien for the benefit of each First Lien Representative, each First Lien Collateral Agent and the other First Lien Secured Parties and the Second Lien Representative, the Second Lien Collateral Agent and the other Second Lien Secured Parties as security for the First Lien Obligations and the Second 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 Representative, any First Lien Collateral Agent and/or the First Lien Secured Parties and the Second Lien Representative, the Second Lien Collateral Agent and/or the Second Lien Secured Parties, the Third Lien Representative and the Third Lien Collateral Agent, on behalf of the Third Lien Secured Parties represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held 2.3 shall be subject to Section 4.2. Notwithstanding anything in all respects this Agreement to the provisions contrary, cash and cash equivalents may be pledged to secure reimbursement obligations in respect of this Agreement, including letters of credit without limitation the lien subordination provisions set forth in Section 2.1)granting a Lien thereon to secure any other First Lien Obligations or any other Second Lien Obligations or any other Third Lien Obligations.

No New Liens. The parties hereto agree that there Except as may be separately otherwise agreed by and between or among any applicable Secured Party Agents, each Secured Party Agent, for and on behalf of itself and the Secured Creditors represented thereby, hereby agrees that: (i) no such Secured Party shall be no Lien, and no Grantor shall have acquire or hold any right to create any Lien, Lien on any asset assets of such Grantor any Credit Party (other than Excluded Assets or Revolving Credit Foreign Collateral) securing any Secured Obligation of such Grantor if such asset is which assets are not also subject to a the Lien securing of each other Secured Obligation of such GrantorParty Agent under the Secured Debt Documents, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted subject to the Second Lien Priority Secured Parties or the Third Priority Secured Parties or set forth herein; and (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to if any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any such Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor Credit Party (other than Excluded Assets or Revolving Credit Foreign Collateral) securing the any Secured Obligations of such Grantor, Obligation which assets are not also subject to a the Lien securing the of each other Secured Obligations of such Grantor as required by Party Agent under the first sentence of this Section 2.4Secured Debt Documents, subject to the Lien Priority set forth herein, then such Secured Party Agent (or the relevant Secured Creditor) shall, without the need for any further consent of any other Secured Party, Party and notwithstanding anything to the contrary in any Loan other Secured Debt Document, be deemed to also hold and have held such Lien lien for the benefit of each other Secured Party Agent as security for the Secured Parties holding other Secured Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Secured Party Agent in writing of the existence of such Lien; provided that, at any Additional Agent’s option and with the Parent Borrower’s consent, some or all of the other Secured Party Agents may acquire and hold Liens on Restricted Assets that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be not also subject in all respects to the provisions Lien of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).such Additional Agent

No New Liens. The It is understood and agreed that the intent of the parties is for each Class of Secured Obligations to be secured by a perfected lien on all ABL Priority Collateral and all Noteholder Priority Collateral. In furtherance of the foregoing, the parties hereto agree that there shall be it is the intent of the parties that no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party of either Class shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor that are not also subject to a Lien securing the Secured Obligations of such Grantor, the other Class. If any Secured Party of either Class shall nonetheless acquire or hold any Lien on any assets of any Grantor which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4other Class, then such Secured Party shall, shall (i) without the need for any further consent of any other Secured Party, party and notwithstanding anything to the contrary in any Loan Document, other document be deemed to hold and have held such Lien for the benefit of the Secured Parties holding of the other Class as security for the Secured. Obligations of the other Class (subject to the Lien priorities and other terms hereof) and (ii) in the case of any such Lien acquired after the date hereof, (A) endeavor to give the other Agent prompt written notice of such additional Lien, provided that the failure to give such notice shall not affect the validity of such additional Lien or the rights hereunder of the Agent receiving such additional Lien (subject to the Lien priorities and other terms hereof) and (B) enter into, execute and/or deliver any agreements, filings, instruments or other documents reasonably requested by the other Agent in order to evidence the Lien priorities set forth herein. Notwithstanding anything contained in this Agreement to the contrary, ABL Secured Obligations Parties may seek and obtain Liens on any of the Foreign Collateral notwithstanding that are required to have Noteholder Secured Parties do not obtain a Lien on such assets property and any such Liens obtained by an ABL Secured Party shall not be held for the first sentence benefit of this Section 2.4 (and each such Lien so deemed to have been held shall Noteholder Secured Parties or otherwise be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.12(c).

No New Liens. The parties hereto agree that there Until the First Priority Obligations Payment Date has occurred, no Loan Party shall be no Liengrant to any Second Priority Secured Party, and no Grantor Second Priority Secured Party shall have acquire or hold, any right to create any Lien, Lien on any asset assets or property or interests therein, of any kind or nature, of any Loan Party other than the Common Collateral without the prior written consent of First Priority Representative and “Required Lenders” as defined in the First Priority Agreement; provided, however, that the Loan Parties may grant, and the Second Priority Representative may acquire and hold (for the benefit of the Secured Priority Secured Parties), Liens on First Priority Collateral (which such First Priority Collateral, as a result of the granting or acquisition of such Grantor securing any Secured Obligation Liens, shall become Common Collateral), provided that such Liens shall be junior and subordinate to those of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted as provided in, and shall otherwise be subject to the terms and provisions of, this Agreement. So long as the First Priority Obligations Payment Date has not occurred, the parties hereto agree that if, notwithstanding the preceding sentence, any Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or properties or interests, of any Grantor kind or nature, of any Loan Party securing the Secured Obligations of such Grantor, any Second Priority Obligation which assets or properties or interests are not also subject to a the first-priority Lien securing of the other Secured Obligations of such Grantor as required by First Priority Representative under the first sentence of this Section 2.4First Priority Documents, then such Secured Party shallthe Second Priority Representative, will, without the need for any further consent of any other Second Priority Secured Party, Party and notwithstanding anything to the contrary in any Loan other Second Priority Document, be deemed to hold and have held either (a) release such Lien or (b) assign it to the First Priority Representative as security for the benefit of First Priority Obligations (in which case the Secured Parties holding Secured Obligations that are required to have Second Priority Representative may retain a junior and subordinate Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be or properties or interests subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1terms hereof).

No New Liens. The parties hereto agree that (a) Until the Revolving Facility Obligations Payment Date has occurred, (i) there shall be no Lien, and no Grantor Loan Party shall have any right to create any LienLien unless not prohibited under the Revolving Facility Agreement, on any asset assets of such Grantor any Loan Party securing any Secured Term Facility Obligation of such Grantor if such asset is these same assets are not also subject to to, and do not become subject to, a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted Revolving Facility Obligations subject to the Second Priority Secured Parties or the Third Priority Secured Parties or lien priorities set forth in Section 2.1 and (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to if any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Facility Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor Loan Party securing the Secured Obligations of such Grantor, any Term Facility Obligation which assets are not also subject to a the Lien securing of the other Secured Obligations of such Grantor as required by Revolving Facility Agent under the first sentence of this Revolving Facility Documents, subject to the lien priorities set forth in Section 2.42.1, then such Secured Party shallthe Term Facility Agent will, without the need for any further consent of any other Term Facility Secured Party, Party and notwithstanding anything to the contrary in any Loan other Term Facility Document, be deemed to also hold and have held such Lien for the benefit of the Revolving Facility Agent as security for the Revolving Facility Obligations (subject to the lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the Revolving Facility Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Revolving Facility Secured Parties, the Term Facility Agent and the other Term Facility Secured Parties holding Secured Obligations agree that are required any amounts received by or distributed to have any of them pursuant to or as a Lien on such assets by the first sentence result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to Section 4.1. (b) Until the Term Facility Obligations Payment Date has occurred, (i) there shall be no Lien (other than cash collateralization or backstopping of any Revolving Facility Obligations consisting of letters of credit or Specified Swap Obligations), and no Loan Party shall have any right to create any Lien (other than cash collateralization or backstopping of any Revolving Facility Obligations consisting of letters of credit or Specified Swap Obligations) unless not prohibited under the Term Facility Agreement, on any assets of any Loan Party securing any Revolving Facility Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Term Facility Obligations subject to the provisions lien priorities set forth in Section 2.1 and (ii) if any Revolving Facility Secured Party shall acquire or hold any Lien on any assets of this Agreementany Loan Party securing any Revolving Facility Obligation which assets are not also subject to the Lien of the Term Facility Agent under the Term Facility Documents, including without limitation subject to the lien subordination provisions priorities set forth in Section 2.1), then the Revolving Facility Agent will, without the need for any further consent of any other Revolving Facility Secured Party and notwithstanding anything to the contrary in any other Revolving Facility Document, be deemed to also hold and have held such Lien for the benefit of the Term Facility Agent as security for the Term Facility Obligations (subject to the lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the Term Facility Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Term Facility Secured Parties, the Revolving Facility Agent and the other Revolving Facility 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 2.4 shall be subject to Section 4.1. (c) The Term Facility Agent, on behalf of itself and the other Term Facility Secured Parties, agrees that all Liens securing the Term Facility Obligations shall be held by the Term Facility Agent for the benefit of the Term Facility Secured Parties, and all Term Facility Secured Parties shall cause all such Liens to be granted to the Term Facility Agent. The Revolving Facility Agent, on behalf of itself and the other Revolving Facility Secured Parties, agrees that all Liens securing the Revolving Facility Obligations shall be held by the Revolving Facility Agent for the benefit of the Revolving Facility Secured Parties, and all Revolving Facility Secured Parties shall cause all such Liens to be granted to the Revolving Facility Agent.

No New Liens. The parties hereto agree that there that, so long as the Discharge of First Priority Claims has not occurred, none of the Grantors shall, nor shall be no Lienany Grantor permit any of its Subsidiaries to, and no Grantor shall have (i) grant or permit any right to create any Lien, additional Liens on any asset of a Grantor to secure any Second Priority Claim unless it has granted, or concurrently therewith grants, a Lien on such Grantor securing any Secured Obligation asset of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) secure the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties Claims or (ii) the Second Priority Secured Parties grant or the Third Priority Secured Parties from being granted Adequate Protection permit any additional Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets asset of a Grantor to secure any Grantor securing the Secured Obligations of such GrantorFirst Priority Claims unless, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Documentextent permitted by applicable law, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have it has granted, or within 10 Business Days thereafter grants, a Lien on such assets by asset of a Grantor to secure the first sentence of this Section 2.4 (and Second Priority Claims, with each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, including without limitation limiting any other right or remedy available to the lien subordination provisions set forth First Priority Agent or the other First Priority Secured Parties, the Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.1)2.3 shall be subject to Section 4.2. Notwithstanding anything to the contrary contained in this Agreement, cash and cash equivalents may be pledged to secure reimbursement obligations in respect of Letters of Credit issued under the First Priority Debt Documents (up to an aggregate amount of 105% of the aggregate undrawn amount of such Letters of Credit) without granting a Lien thereon to secure any Second Priority Claim.

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor Loan Party shall have any right to create any Lien, on any asset of such Grantor Loan Party securing any Secured Obligation of such Grantor Loan Party if such asset is not also subject to a Lien securing each other Secured Obligation of such GrantorLoan Party, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority holders of any other Secured Parties or the Third Priority Secured Parties Obligations or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement5.4. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor Loan Party securing the Secured Obligations of such GrantorLoan Party (other than any Adequate Protection Liens that may be granted to the First Priority Secured Parties), which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor Loan Party as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

No New Liens. The (a) So long as the Discharge of Senior Lien Obligations has not occurred, the parties hereto agree that there the Issuer shall be no Liennot, and no Grantor shall have not permit any right to create Issuer Subsidiary to, grant or permit any Lien, additional Liens on any asset of such Grantor securing or property to secure any Secured Second Lien Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being unless it has granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by asset or property to secure the first sentence Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Lien Collateral Agent and/or the Senior Lien Claimholders, the Second Lien Claimholders agree that any amounts, property, priorities or other benefits received by, distributed to or otherwise inuring to the benefit of, any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held 2.3 shall be subject in all respects to Section 4.3. (b) So long as the Discharge of Secured Note Obligations has not occurred, the parties hereto agree that the Issuer shall not, and shall not permit any Issuer Subsidiary to, grant or permit any additional Liens on any asset or property to secure any Subordinated Obligation unless it has granted a Lien on such asset or property to secure the Secured Note 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 provisions Secured Notes Collateral Agent and/or the Secured Notes Claimholders, the Subordinated Claimholders agree that any amounts, property, priorities or other benefits received by, distributed to or otherwise inuring to the benefit of, any of them pursuant to or as a result of Liens granted in contravention of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)2.3 shall be subject to Section 4.3.

No New Liens. The parties hereto agree that there that, so long as the Discharge of First Priority Claims has not occurred, none of the Grantors shall, nor shall be no Lienany Grantor permit any of its subsidiaries to, and no Grantor shall have (i) grant or permit any right to create any Lien, additional Liens on any asset of a Grantor to secure any Second Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such Grantor securing any Secured Obligation asset of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) secure the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties Claims or (ii) the Second Priority Secured Parties grant or the Third Priority Secured Parties from being granted Adequate Protection permit any additional Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets asset of a Grantor (other than Excluded Collateral) to secure any Grantor securing the Secured Obligations of such GrantorFirst Priority Claims unless it has granted, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4or substantially concurrently therewith grants, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by asset of a Grantor to secure the first sentence of this Section 2.4 (and Second Priority Claims, with each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, including without limitation limiting any other right or remedy available to the lien subordination provisions set forth First Priority Agent or the other First Priority Secured Parties, the Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.1)2.3 shall be subject to Section 4.2. Notwithstanding anything to the contrary contained in this Agreement, cash and cash equivalents may be pledged to secure reimbursement obligations in respect of Letters of Credit issued under the First Priority Debt Documents (up to an aggregate amount of the lower of (a) 105% of the aggregate undrawn amount of such Letters of Credit and (b) the percentage as may be agreed to by applicable issuer of such Letters of Credit) without granting a Lien thereon to secure any Second Priority Claim.

No New Liens. (a) The parties hereto agree that there that, so long as the Discharge of First Priority Claims has not occurred, none of the Grantors shall, nor shall be no Lienany Grantor permit any of its subsidiaries to, and no Grantor shall have (i) grant or permit any right to create any Lien, additional Liens on any asset of a Grantor to secure any Second Priority Claim or any Third Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such Grantor securing any Secured Obligation asset of such Grantor if to secure the First Priority Claims or (ii) grant or permit any additional Liens on any asset of a Grantor to secure any First Priority Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset is not also of a Grantor to secure the Second Priority Claims or the Third Priority Claims, with each such Lien to be subject to a Lien securing each the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Priority Agent or the other First Priority Secured Obligation of such GrantorParties, except that (x) nothing contained the Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.4 2.03 shall preclude be subject to Section 4.02(a) and (iy) the First Third Priority Agent agrees, for itself and on behalf of the other Third Priority Secured Parties from being that any amounts received by or distributed to any Third Priority Secured Party pursuant to or as a result of any Lien granted Adequate Protection in contravention of this Section 2.03 shall be subject to Section 4.02(a). (b) The parties hereto agree that, so long as the Discharge of Second Priority Claims has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, grant or permit any additional Liens regardless on any asset of whether a Grantor to secure any Adequate Protection Liens are granted Second Priority Claim or any Third Priority Claim unless it has granted, or substantially concurrently therewith grants, a Lien on such asset of such Grantor to secure all Second Priority Claims and Third Priority Claims, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Second Priority Agent or the other Second Priority Secured Parties, the Third Priority Agent agrees, for itself and on behalf of the other Third Priority Secured Parties that any amounts received by or distributed to any Third Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03 shall be subject to Section 4.02(b). (c) The parties hereto agree that, so long as the Discharge of Second Priority Claims and the Discharge of Third Priority Claims have not occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, grant or permit any additional Liens on any asset to secure any Excess Claims other than Liens that would otherwise constitute First Priority Liens but for the fact that such Liens secured Excess Claims. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Second Priority Agent or the other Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties Agent or the other Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable Parties, each Person that holds Excess Claims agrees that any amounts received by or distributed to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters such Person pursuant to or as a result of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence granted in contravention of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held 2.03(b) shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.14.02(c).

No New Liens. The parties hereto agree that there (a) Subject to Section 6, the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Obligor, it shall be no Lien, and no Grantor shall have not acquire or hold any right to create any Lien, Lien on any asset assets of such Grantor the Company or any other Obligor securing any Secured Obligation of such Grantor if such asset is Second Lien Obligations that are not also subject to a Lien first-priority Liens securing each other Secured Obligation all of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted Lien Obligations under the First Lien Documents. Subject to Section 6, if the Second Priority Secured Parties Lien Agent or the Third Priority Secured Parties or (ii) the any Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are property that is not also subject to a first-priority Lien securing in respect of all of the other Secured First Lien Obligations of such Grantor as required by under the first sentence of this Section 2.4First Lien Documents, then the Second Lien Agent or such Second Lien Secured Party Party, as the case may be, shall, without the need for any further consent of any other Secured Party, Person and notwithstanding anything to the contrary in any Loan Documentother document, be deemed to also hold and have held such Lien for the benefit of each First Lien Agent as security for the applicable First Lien Obligations (subject to Section 4.2 and Section 4.3 and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien (if and to the extent the Second Lien Agent or such Second Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by any First Lien Agent to assign such Liens to each First Lien Agent as security for the applicable First Lien Obligations, provided that the Second Lien Agent or such Second Lien Secured Party may retain a second-priority Lien on such property for the benefit of the Second Lien Secured Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Agent and/or any other First Lien Secured Parties, the Second Lien Agent, on behalf of Second 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(a) shall be subject to Section 4.2 and Section 4.3. (b) Subject to Section 6, each Permitted Third Lien Representative, for itself and on behalf of the Permitted Third Lien Secured Parties holding Secured it represents, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Obligor, it shall not acquire or hold any Lien on any assets of the Company or any other Obligor securing any Permitted Third Lien Obligations that are required not also subject to first-priority Liens securing all of the First Lien Obligations under the First Lien Documents and second-priority Liens securing all of the Second Lien Obligations under the Second Lien Documents. Subject to Section 6, if any Permitted Third Lien Representative or any Permitted Third Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any property that is not also subject to a first-priority Lien in respect of all of the First Lien Obligations under the First Lien Documents and a second-priority Lien in respect of all Second Lien Obligations under the Second Lien Documents, then such Permitted Third Lien Representative or such Permitted Third Lien Secured Party, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of each First Lien Agent as security for the applicable First Lien Obligations (subject to Section 4.2 and Section 4.3 and other terms hereof) and the Second Lien Agent as security for the Second Lien Obligations (subject to Section 4.2 and Section 4.3 and the other terms hereof) and shall promptly notify each First Lien Agent and the Second Lien Agent in writing of the existence of such Lien (if and to the extent such Permitted Third Lien Representative or such Permitted Third Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by any First Lien Agent or the Second Lien Agent to assign such Liens to each First Lien Agent and the Second Lien Agent as security for the applicable First Lien Obligations and the Second Lien Obligations, provided that such Permitted Third Lien Representative or such Permitted Third Lien Secured Party may retain a third-priority Lien on such assets property for the benefit of the Permitted Third Lien Secured Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Agent and/or any other First Lien Secured Parties or the Second Lien Agent and/or any other Second Lien Secured Parties, each Permitted Third Lien Representative, on behalf of Permitted Third Lien Secured Parties it represents, agrees that any amounts received by the first sentence or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 2.3(a) shall be subject to Section 4.2 and Section 4.3. (c) Each First Lien Agent, for itself and on behalf of the First Lien Secured Parties it represents, agrees that, if such First Lien Agent shall acquire or hold any Lien on any assets of the Company or any other Obligor securing any First Lien Obligations that is not also subject to a second-priority Lien in respect of the Second Lien Obligations under the Second Lien Documents or a third-priority Lien in respect of any Permitted Third Lien Obligations under any Permitted Third Lien Documents (other than any Lien on collateral securing RBL DIP Financing provided pursuant to Section 6.1(a)), then such First Lien Agent shall, reasonably promptly upon obtaining actual knowledge of the existence of such Lien, notify the Second Lien Agent and each Permitted Third Lien Representative (as the case may be) of the existence of such Lien so and permit the Second Lien Agent and/or such Permitted Third Lien Representative (as the case may be) to take such actions as may be reasonably necessary to permit the Second Lien Agent to obtain a second-priority Lien on such property for the benefit of the Second Lien Secured Parties and/or such Permitted Third Lien Representative to obtain a third-priority Lien on such property for the benefit of the Permitted Third Lien Secured Parties. (d) The Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, agrees that, if such Second Lien Agent shall acquire or hold any Lien on any assets of the Company or any other Obligor securing any Second Lien Obligations that is not also subject to a third-priority Lien in respect of any Permitted Third Lien Obligations under any Permitted Third Lien Documents, then the Second Lien Agent shall, reasonably promptly upon obtaining actual knowledge of the existence of such Lien, notify each Permitted Third Lien Representative of the existence of such Lien and permit such Permitted Third Lien Representative to take such actions as may be reasonably necessary to permit such Permitted Third Lien Representative to obtain a third-priority Lien on such property for the benefit of the Permitted Third Lien Secured Parties. For the avoidance of doubt and anything to the contrary contained in this Section 2.3, any Liens in which any Secured Party is deemed to have been held pursuant to this Section 2.3 shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions priorities set forth in Section 2.1)2.1 of this Agreement.

No New Liens. The parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall be no Liennot, and no shall not permit any other Grantor shall have to, grant or permit any right to create any Lien, additional Liens on any asset of such Grantor securing or property to secure any Secured Third Lien Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantorunless it has granted, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement)substantially concurrently therewith grants, and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets asset or property to secure the Senior Obligations, the parties hereto agreeing that any such Liens shall be subject to Section 2.1. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative, any Senior Collateral Agent or the Senior Claimholders, each of the Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of the Third Lien Claimholders, agrees that any amounts received by the first sentence or distributed to any Third Lien Claimholder pursuant to or as a result of any Lien granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held 3.3 shall be subject to Section 5.2. Notwithstanding anything in all respects this Agreement to the provisions contrary, prior to the Discharge of this AgreementFirst Lien Obligations, including 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 or Hedging Obligations without limitation the lien subordination provisions set forth in Section 2.1)granting a Lien thereon to secure any Second Lien Obligations or Third Lien Obligations.

No New Liens. The Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 2.04 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority holders of any other Secured Parties or the Third Priority Secured Parties Obligations or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement5.04. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such GrantorGrantor (other than the Liens described in clauses (i) and (ii) above), which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.42.04, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Finance Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties.

No New Liens. The parties hereto agree that there So long as the Discharge of First Priority Notes Obligations has not occurred, (a) neither the Second Priority Collateral Agent nor any Second Priority Secured Party shall be no Lien, and no Grantor shall have acquire or hold any right to create any Lien, Lien on any asset assets of the Company or any other Subsidiary (and neither the Company nor any Subsidiary shall grant such Grantor a Lien) securing any Secured Obligation of such Grantor if such asset is Second Priority Notes Obligations that are not also subject to a First Priority Lien securing each other Secured Obligation in respect of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Notes Obligations under the First Priority Documents, and (b) neither the First Priority Collateral Agent nor any First Priority Secured Parties from being granted Adequate Protection Liens regardless Party shall acquire or hold a Lien on any assets of whether the Company of any Adequate Protection Liens other Subsidiary (and neither the Company nor any Subsidiary shall grant such a Lien) securing any First Priority Notes Obligations that are granted not also subject to a Second Priority Lien in respect of the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) Notes Obligations under the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan AgreementDocuments. If any Collateral Agent or any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of the Company or any Grantor securing the Secured Obligations of such Grantor, which assets are other Subsidiary that is not also subject to a the First Priority Lien securing or Second Priority Lien, as the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4case may be, then such the Collateral Agent or Secured Party holding such Lien shall, without the need for any further consent of any other Secured Party, party and notwithstanding anything to the contrary in any Loan Documentother document, be deemed to also hold and have held such Lien for the benefit of the Secured Parties holding Secured other Collateral Agent as security for the First Priority Notes Obligations that are required to have a Lien on such assets by or Second Priority Notes Obligations, as the first sentence of this Section 2.4 case may be (and each such Lien so deemed to have been held shall be subject in all respects to the provisions lien priority and other terms hereof), and shall use its commercially reasonable efforts to promptly notify the other Collateral Agent in writing of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)such Lien.

No New Liens. The So long as the First-Priority Obligations Payment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset assets of such any Grantor securing any Secured Second-Priority Obligation of such Grantor if such asset is those same assets are not also subject to to, and do not become subject to, a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First First-Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 Obligations and (yb) this Section 2.4 shall be inapplicable to if any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Second-Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, any Second-Priority Obligation which assets are not also subject to a the Lien securing of the other Secured Obligations of such Grantor as required by First-Priority Representative under the first sentence of this Section 2.4First-Priority Documents, then such Secured Party shallthe Second-Priority Representative, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, shall be deemed to also hold and have held such Lien for the benefit of the First-Priority Secured Parties holding and shall promptly notify the First-Priority Representative of the existence of such Lien and, upon demand by the First-Priority Representative, will without the need for any further consent of any other Second-Priority Secured Party, notwithstanding anything to the contrary in any other Second-Priority Document, either (i) release such Lien or (ii) assign it to the First-Priority Representative as security for the First-Priority Obligations that are required to have (in which case the Second-Priority Representative may retain a Lien junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Priority Secured Parties, the Second-Priority Representative and the other Second-Priority Secured Parties agree that any amounts received by the first sentence or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)4.1.

No New Liens. The Until the occurrence of the First Priority Obligations Payment Date, the parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 2.04 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority holders of any other Secured Parties or the Third Priority Secured Parties Obligations or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement5.04. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such GrantorGrantor (other than the Liens described in clauses (i) and (ii) above), which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.42.04, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Finance Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1)2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties.

No New Liens. The parties hereto agree that (a) Until me Revolving Facility Obligations Payment Date has occurred, (i) there shall be no Lien, and no Grantor Loan Party shall have any right to create any LienLien unless not prohibited under the Revolving Facility Agreement, on any asset assets of such Grantor any Loan Party securing any Secured Term Facility Obligation of such Grantor if such asset is these same assets are not also subject to to, and do not become subject to, a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted Revolving Facility Obligations subject to the Second Priority Secured Parties or the Third Priority Secured Parties or lien priorities set forth in Section 2.1 and (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to if any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Facility Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor Loan Party securing the Secured Obligations of such Grantor, any Term Facility Obligation which assets are not also subject to a the Lien securing of the other Secured Obligations of such Grantor as required by Revolving Facility Agent under the first sentence of this Revolving Facility Documents, subject to the lien priorities set forth in Section 2.42.1, then such Secured Party shallthe Term Facility Agent will, without the need for any further consent of any other Term Facility Secured Party, Party and notwithstanding anything to the contrary in any Loan other Term Facility Document, be deemed to also hold and have held such Lien for the benefit of the Revolving Facility Agent as security for the Revolving Facility Obligations (subject to the lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the Revolving Facility Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Revolving Facility Secured Parties, the Term Facility Agent and the other Term Facility Secured Parties holding Secured Obligations agree that are required any amounts received by or distributed to have any of them pursuant to or as a Lien on such assets by the first sentence result of Liens granted in contravention of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to Section 4.1. (b) Until the Term Facility Obligations Payment Date has occurred, (i) there shall be no Lien (other than cash collateralization or backstopping of any Revolving Facility Obligations consisting of letters of credit or Specified Swap Obligations), and no Loan Party shall have any right to create any Lien (other than cash collateralization or backstopping of any Revolving Facility Obligations consisting of letters of credit or Specified Swap Obligations) unless not prohibited under the Term Facility Agreement, on any assets of any Loan Party securing any Revolving Facility Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Term Facility Obligations subject to the provisions lien priorities set forth in Section 2.1 and (ii) if any Revolving Facility Secured Party shall acquire or hold any Lien on any assets of this Agreementany Loan Party securing any Revolving Facility Obligation which assets are not also subject to the Lien of the Term Facility Agent under the Term Facility Documents, including without limitation subject to the lien subordination provisions priorities set forth in Section 2.1), then the Revolving Facility Agent will, without the need for any further consent of any other Revolving Facility Secured Party and notwithstanding anything to the contrary in any other Revolving Facility Document, be deemed to also hold and have held such Lien for the benefit of the Term Facility Agent as security for the Term Facility Obligations (subject to the lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the Term Facility Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Term Facility Secured Parties, the Revolving Facility Agent and the other Revolving Facility 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 2.4 shall be subject to Section 4.1. (c) The Term Facility Agent, on behalf of itself and the other Term Facility Secured Parties, agrees that all Liens securing the Term Facility Obligations shall be held by the Term Facility Agent for the benefit of the Term Facility Secured Parties, and all Term Facility Secured Parties shall cause all such Liens to be granted to the Term Facility Agent. The Revolving Facility Agent, on behalf of itself and the other Revolving Facility Secured Parties, agrees that all Liens securing the Revolving Facility Obligations shall be held by the Revolving Facility Agent for the benefit of the Revolving Facility Secured Parties, and all Revolving Facility Secured Parties shall cause all such Liens to be granted to the Revolving Facility Agent.

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Specified Secured Creditor Agreements and/or Hedge Agreement Bank Product Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both each of the ABL Credit Agreement, the Senior Term Loan Agreement and the Junior Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). In the event such Secured Party knows such assets are not subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall promptly notify the other Secured Parties in writing of the existence of such Lien.

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, Lien on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation Obligation, with the priority of such GrantorLien to be agreed to by the CoBank Secured Parties and the Notes Secured Parties at the time of the creation of such Lien, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Notes Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and 7.4, or (yB) this the CoBank Secured Parties from being granted Adequate Protection Liens in accordance with Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement7.4. If any Secured Party Representative shall (nonetheless and in breach hereof) acquire or hold any Lien Lien, on behalf of the applicable Secured Parties, on any assets of any Grantor securing the Secured Obligations of such GrantorObligations, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party Representative shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, Facility Documents be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). In such event, such Representative shall (a) endeavor to give the other Representative and other Secured Parties prompt written notice of such additional Lien, provided that the failure to give such notice shall not affect the validity of such additional Lien or the rights hereunder of the Secured Party receiving such additional Lien (subject to the Lien priorities and other terms hereof), and (b) enter into, execute or deliver any agreements, filings, instruments or other documents reasonably requested by the other Representative or Secured Party in order to evidence the Lien priorities set forth herein.

No New Liens. The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (xa) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the Second Priority Secured Parties or the Third Priority Secured Parties or (ii) the Second Priority Secured Parties or the Third Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (yb) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Secured Agreements and/or Hedge Agreement Bank Product Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement and the LC Credit Agreement), and not any other obligations, that is permitted under both each of the ABL ABL/LC Credit Agreement Agreements and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1). In the event such Secured Party knows such assets are not subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall promptly notify the other Secured Parties in writing of the existence of such Lien.