Common use of No New Liens Clause in Contracts

No New Liens. 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 nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. 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 Grantor (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 2.04, 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 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 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties.

No New Liens. Except So long as the Discharge of Senior Secured Obligations with respect to the JPMVEC Separate Assets and Collateralany Senior Secured Obligation has not occurred, until the occurrence of the First Priority Obligations Payment Datewhether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that there the Company shall be no Liennot, and no shall not permit any other Grantor shall have to, grant any right to create any Lien, Lien on any asset of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Grantor securing any Secured Obligation Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other the Senior Secured Obligations or (ii) with respect to such property; provided, however, notwithstanding the Second Priority foregoing, the refusal of any such holder of Senior Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Obligations to accept a Lien on any property of any Grantor shall not prohibit the taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets property of any Grantor securing the or any of their respective Subsidiaries constituting Junior Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), Collateral securing any Junior Secured Obligations which assets are property is not also subject to a the Lien securing of the other holders of Senior Secured Obligations of with respect to such Grantor as required by the first sentence of this Section 2.04property, then such holders of Junior Secured Party Obligations shall, without the need for any further consent of any other Secured Party, Person and notwithstanding anything to the contrary in any Finance Document, other Junior Document (x) hold and be deemed to hold and have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.14, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available under this Agreement, the ABL Agent, each Pari Term Loan Debt Agent and the 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 2.04 (and each such Lien so deemed to have been held 2.14 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties.2.04(b). ARTICLE III

No New Liens. Except as provided in Section 2.06, so long as the Discharge of Senior Secured Debt Obligations with respect to the JPMVEC Separate Assets and Collateralany Senior Secured Obligation has not occurred, until the occurrence of the First Priority Obligations Payment Datewhether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that there the Parent Borrower shall be no Liennot, and no shall not permit any other Grantor shall have to, grant any right to create any Lien, Lien on any asset of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Grantor securing any Secured Obligation Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other the Senior Secured Obligations or (ii) with respect to such property; provided, however, notwithstanding the Second Priority foregoing, the refusal of any such holder of Senior Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Obligations to accept a Lien on any property of any Grantor shall not prohibit the taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets property of any Grantor securing the or any of their respective Subsidiaries constituting Junior Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), Collateral securing any Junior Secured Obligations which assets are property is not also subject to a the Lien securing of the other holders of Senior Secured Obligations of with respect to such Grantor as required by the first sentence of this Section 2.04property, then such holders of Junior Secured Party Obligations shall, without the need for any further consent of any other Secured Party, Person and notwithstanding anything to the contrary in any Finance Document, other Junior Document (x) hold and be deemed to hold and have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.14, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available under this Agreement, the ABL Agent, each Pari Notes Debt Agent and the 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 2.04 (and each such Lien so deemed to have been held 2.14 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2.04(b).

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the 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 (a) nothing contained in this Section 2.04 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 holders of any other Second Priority Secured Obligations Parties or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.045.4 and (b) this Section 2.4 shall be inapplicable to any Lien securing obligations under any 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 each of the ABL Credit Agreements and the 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 (other than the Liens described in clauses (i) and (ii) above)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 2.042.4, 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 Finance 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 2.04 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 2.01) and 2.1). In the applicable Grantors shall promptly grant additional Liens on event such Secured Party knows such assets are not subject to a Lien securing the other Secured PartiesObligations 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. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the The parties hereto agree that there that, so long as the Discharge of Senior Lender Claims has not occurred (a) none of the Grantors shall be no Lien, and no Grantor shall have (i) grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Noteholder Claim unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor 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 nothing contained in this Section 2.04 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 holders of any other Secured Obligations Senior Lender Claims or (ii) subject to Section 11.01(b) of the Second Priority Secured Parties from being granted Adequate Protection Indenture and other than with respect to any Grantor (other than the Company and the Issuer) that is not a Note Guarantor (as defined in the Indenture), grant or permit any additional Liens in accordance on any asset or property to secure any Senior Lender Claims unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Noteholder Claims, with Section 5.04. If each such Lien to be subject to the provisions of this Agreement; and (b) if the Trustee or any Secured Party Noteholder shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing any Noteholder Claims that are not also subject to the Secured Obligations of first-priority Lien securing Senior Lender Claims under the Senior Lender Documents, the Trustee or the applicable Noteholder (i) shall notify the Intercreditor Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Intercreditor Agent as security for the Senior Lender Claims, shall assign such Lien to the Intercreditor Agent as security for the Senior Lender Claims (other than but may retain a junior lien on such assets or property subject to the Liens described in clauses (iterms hereof) and (ii) above), which assets are not also subject to until such assignment or such grant of a similar Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.04, 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 Finance DocumentIntercreditor Agent, shall 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 Intercreditor Agent as security for the first sentence of this Section 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 the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured PartiesSenior Lender Claims.

No New Liens. Except with respect to So long as the JPMVEC Separate Assets and Collateral, until the occurrence Discharge of the First First-Priority Obligations Payment Datehas not occurred, the parties hereto agree that there (a) none of the Grantors shall be no Lien, and no Grantor shall have grant any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Second-Priority Obligation unless it has also granted, or concurrently therewith also grants, a Lien on such asset or property of such Grantor securing to secure the First-Priority Obligations and (b) if 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 nothing contained in this Section 2.04 Second-Priority Representative 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. If any Secured Party 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 (other than the Liens described in clauses (i) and (ii) above), which assets that are not also subject to the senior and prior Lien in respect of the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the Designated First-Priority Representative promptly upon becoming aware thereof and, upon demand by the Designated First-Priority Representative or the Company, will either (i) release such Lien or (ii) assign such Lien to the Designated First-Priority Representative (and/or its designee) as security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof), pending the granting of a Lien securing thereon in favor of the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.04applicable First-Priority Representatives, 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 Finance Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured applicable First-Priority Representatives (and/or their designees) as security for the applicable First-Priority Obligations that are required to have (and each 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 any First-Priority Representative and/or any First-Priority Secured Party, each Second-Priority Representative, on behalf of each Second-Priority Secured Party represented by the first sentence 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 2.04 (and each such Lien so deemed to have been held 2.03 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.02.

No New Liens. Except with respect to So long as the JPMVEC Separate Assets and CollateralDischarge of Senior Obligations has not occurred, until the occurrence of the First Priority Obligations Payment Datewhether or not any Insolvency or Liquidation Proceeding has been commenced by or against Borrower or any other Obligor, the parties hereto agree that there Borrower shall be no Liennot, and no Grantor shall have not permit any right to create other Obligor to: (a) grant or permit any Lien, additional Liens on any asset of such Grantor securing or property to secure any Secured Revolving and Term Loan 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 Senior 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 Senior Obligations unless it has granted or concurrently grants a Lien securing each other Secured Obligation of on such Grantor, except that nothing contained in this Section 2.04 shall preclude (i) asset or property to secure the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Revolving and Term Loan Obligations. If the Revolving and Term Loan Collateral Agent or any Secured Party Revolving and Term Loan Claimholder shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing the Secured any Revolving and Term Loan Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), which assets that are not also subject to a Lien the first-priority Liens securing all Senior Obligations under the other Secured Obligations of Senior Collateral Documents, the Revolving and Term Loan Collateral Agent or Revolving and Term Loan Claimholder (i) shall notify the Super-Priority Collateral Agent promptly upon becoming aware thereof and, unless such Grantor as required by the first sentence of this Section 2.04, then shall promptly grant a similar Lien on such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything assets or property to the contrary in any Finance DocumentSuper-Priority Collateral Agent as security for the Senior Obligations, the Revolving and Term Loan Collateral Agent and Revolving and Term Loan Claimholders shall be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations Super- Priority Collateral Agent and the other Senior Claimholders as security for the Senior Obligations. To the extent that the foregoing provisions are required not complied with for any reason, without limiting any other rights and remedies available to have the Senior Administrative Agent and/or the Senior Claimholders, the Revolving and Term Loan Collateral Agent, on behalf of Revolving and Term Loan Claimholders, agrees that any amounts received by or distributed to 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 2.04 (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 the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties.4.2. 2.4

No New Liens. Except So long as the Discharge of Senior Secured Debt Obligations with respect to the JPMVEC Separate Assets and Collateralany Senior Secured Obligation has not occurred, until the occurrence of the First Priority Obligations Payment Datewhether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the parties hereto agree that there the Parent Borrower shall be no Liennot, and no shall not permit any other Grantor shall have to, grant any right to create any Lien, Lien on any asset of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Grantor securing any Secured Obligation Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other the Senior Secured Obligations or (ii) with respect to such property; provided, however, notwithstanding the Second Priority foregoing, the refusal of any such holder of Senior Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Obligations to accept a Lien on any property of any Grantor shall not prohibit the taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets property of any Grantor securing the or any of their respective Subsidiaries constituting Junior Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), Collateral securing any Junior Secured Obligations which assets are property is not also subject to a the Lien securing of the other holders of Senior Secured Obligations of with respect to such Grantor as required by the first sentence of this Section 2.04property, then such holders of Junior Secured Party Obligations shall, without the need for any further consent of any other Secured Party, Person and notwithstanding anything to the contrary in any Finance Document, other Junior Document (x) hold and be deemed to hold and have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.14, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available under this Agreement, the ABL Agent, each Fixed Assets Debt Agent and the 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 2.04 (and each such Lien so deemed to have been held 2.14 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2.04(b).

No New Liens. Except with respect to It is understood and agreed that the JPMVEC Separate Assets and Collateral, until the occurrence intent of the First parties is for each Class of Secured Obligations to be secured by a perfected lien on all ABL Priority Obligations Payment DateCollateral 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 nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. 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 the other Class. If any Secured Party of either Class shall nonetheless acquire or hold any Lien on any assets of any Grantor (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 2.04other 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 Finance 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 2.04 (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 the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2(c).

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the The parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall be no Lien, and no Grantor shall have grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) each Second Priority Representative agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or any other Grantor securing any Secured Obligation of such Grantor if such asset is Second Priority Debt Obligations that are not also subject to a the first-priority Lien securing each in respect of the Senior Obligations under the Senior Debt Documents (other Secured Obligation than with respect to Additional Senior Debt Obligations that, by their terms, are not intended to be secured by all of the Senior Collateral and, in particular, are not intended to be secured by such Grantor, except that nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04assets). If any Second Priority Representative or 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 (other than the Liens described in clauses (i) and (ii) above), which assets are Collateral that is not also subject to a the first-priority Lien securing in respect of the other Secured Senior Obligations of such Grantor as required by under the first sentence of this Section 2.04Senior Debt Documents, then such Secured Party Second Priority Representative shall, without the need for any further consent of any other Secured Party, party and notwithstanding anything to the contrary in any Finance Documentother document, be deemed to also hold and have held such Lien for the benefit of the Senior Collateral Agent as security for the applicable Senior Obligations (subject to the lien priority and other terms hereof) and shall promptly notify the Senior Collateral Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Senior Collateral Agent to assign or release such Liens to the Senior Collateral Agent (and/or its designees) as security for the applicable Senior Obligations (but may retain a junior lien on such assets or property subject to the terms hereof) and until such release or assignment, shall be deemed to hold and have held such Lien for the benefit of the Senior Collateral Agent as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Secured Parties, the Second Priority Representatives and the other Second Priority Secured Parties holding Secured 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 2.04 shall be subject to Section 4.02. Notwithstanding anything to the contrary set forth in this Agreement (including this Section 2.04), the Grantors may grant or permit Liens solely on the cash proceeds (and any deposit account in which such proceeds are deposited) of any issuance or incurrence of any Second Priority Debt Obligations that are required to have for the benefit of the holders of such obligations (including any representative or trustee thereof) without granting a Lien on such assets by to secure the first sentence Senior Obligations or any Second Priority Debt Obligations other than the Second Priority Debt Obligations the issuance of this Section 2.04 (and each which created such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Partiescash proceeds.

No New Liens. Except with respect Subject to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Dateterms hereof, the parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, none of the Grantors shall be no Lien, and no Grantor shall have (a) grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor securing to secure the Senior Obligations or (b) grant or permit any Secured additional Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 2.04 shall preclude (i) secure the First Junior Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Debt Obligations. If any Secured Junior Representative or any Junior Priority Debt Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing any Junior Priority Debt Obligations that are not also subject to the Secured first-priority Liens securing all Senior Obligations of under the Senior Collateral Documents, such Junior Representative or Junior Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (other than but may retain a junior lien on such assets or property subject to the Liens described in clauses (iterms hereof) and (ii) above)until such assignment or such grant of a similar Lien to each Senior Representative, 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 2.04, 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 Finance Document, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties holding Secured as security for the Senior Obligations. The parties hereto further agree that so long as the Discharge of Senior Obligations that are required to have a has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Grantors, if any Junior Priority Debt Party shall acquire or hold any Lien on such any assets by of any Grantor securing any Junior Priority Debt Obligation which assets are not also subject to the first sentence priority Lien of this Section 2.04 (the Senior Secured Parties under the Senior Debt Documents, then, without limiting any other rights and each such Lien remedies available to any Senior Representative or the other Senior Secured Parties, the Junior Representative, on behalf of itself and the Junior Priority Debt Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens so deemed to have been held granted shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.02.

No New Liens. Except with respect to The Indenture Agent, for itself and on behalf of the JPMVEC Separate Assets and Collateralother Indenture Secured Parties agrees that, until the occurrence of Senior Discharge Date, no Grantor shall grant or permit any additional Liens on any Credit Facility Collateral to secure any Indenture Obligation unless such Grantor has granted, or substantially concurrently therewith grants, a Senior Lien on such Credit Facility Collateral to secure the First Priority Obligations Payment DateClaims, 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 nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. 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 Grantor (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 2.04, 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 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 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Intercreditor Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, including without limiting any other right or remedy available to the lien subordination provisions set forth Administrative Agent or the other Credit Facility Secured Parties, the Indenture Agent agrees, for itself and on behalf of the other Indenture Secured Parties, that any amounts received by or distributed to any Indenture Secured Party pursuant to or as a result of any Lien granted and existing in contravention of this Section 2.01) 2.03 shall be subject to Section 4.02(a). The Administrative Agent, for itself and on behalf of the applicable Grantors other Credit Facility Secured Parties agrees that, until the Senior Discharge Date, no Grantor shall promptly grant or permit any additional Liens on any asset to secure any First Priority Claim unless such assets Grantor has granted, or substantially concurrently therewith grants, a Junior Lien on such asset to the Indenture Agent to secure the Indenture Obligations, with each such Lien to be subject to the provisions of this Intercreditor Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Indenture Agent or the other Indenture Secured Parties, the Administrative Agent agrees, for itself and on behalf of the other Credit Facility Secured Parties, that any amounts received by or distributed to any Credit Facility Secured Party pursuant to or as a result of any Lien granted and existing in contravention of this Section 2.03 shall be subject to a Junior Lien. Notwithstanding the foregoing or any other provision in this Intercreditor Agreement to the contrary, the provisions of this Section are not intended to, nor shall they be deemed to, affect in any manner the enforceability against any Grantor of any such Lien granted and existing contrary to the terms of this Section.

No New Liens. Except with respect So long as the Discharge of Senior Lender Claims has not occurred and subject to Section 6, each Second Priority Agent agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the JPMVEC Separate Assets and CollateralBorrower or any other Grantor, until the occurrence that it shall not acquire or hold any Lien on any assets of the First Priority Obligations Payment Date, the parties hereto agree that there shall be no Lien, and no Grantor shall have Borrower or any right to create any Lien, on any asset of such other Grantor securing any Secured Obligation of such Grantor if such asset is Second Priority Claims that are not also subject to a the first-priority Lien securing each other Secured Obligation in respect of such Grantor, except that nothing contained in this Section 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 Senior Lender Claims under the holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Senior Lender Documents. If any Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), which assets are collateral that is not also subject to a the first-priority Lien securing in respect of the other Secured Obligations of such Grantor as required by Senior Lender Claims under the first sentence of this Section 2.04Senior Lender Documents, then such Secured Party Second Priority Agent shall, without the need for any further consent of any other Secured Party, party and notwithstanding anything to the contrary in any Finance Documentother document, be deemed to also hold and have held such Lien lien for the benefit of the First Lien Agents as security for the Senior Lender Claims (subject to the lien priority and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of its designee) as security for the applicable Senior Lender Claims. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Agent or any other Senior Lender, each Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties holding Parties, that any amounts received by or distributed to any Second Priority Secured Obligations that are required Party pursuant to have or as a result of any Lien on such assets by the first sentence granted in contravention of this Section 2.04 (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 the lien subordination provisions set forth in Section 2.01) 4.1 and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured PartiesSection 4.2.

No New Liens. Except with respect to (a) Until the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority ABL Obligations Payment Date, the parties hereto agree that there no Term Loan 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 Loan Party securing any Secured Term Loan Obligation of such Grantor if such asset is which assets are not also subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth in Section 2.1 hereof; provided that this provision will not be violated with respect to any particular ABL Obligations if the ABL Representative is given a reasonable opportunity to accept a Lien securing each other Secured Obligation of on any asset or property and either the Borrower or the ABL Representative states in writing that the ABL Loan Documents in respect thereof prohibit the ABL Representative from accepting a Lien on such Grantorasset or the ABL Representative otherwise expressly declines to accept a Lien on such asset (any such prohibited or declined Lien with respect to any particular ABL Obligations, except that nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04an “ABL Declined Lien”). If any Term Loan 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 (other than the Liens described in clauses (i) and (ii) above), any Term Loan Obligation which assets are not also subject to a the Lien securing of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein other Secured Obligations of such Grantor as required by the first sentence of this Section 2.04than any ABL Declined Lien, then such the relevant Term Loan Representative (or the relevant Term Loan Secured Party Party) shall, without the need for any further consent of any other Term Loan Secured Party, Party and notwithstanding anything to the contrary in any Finance Document, other Term Loan Document be deemed to also hold and have held such Lien for the benefit of the Secured Parties holding Secured ABL Representative as security for the ABL Obligations that are required to have a Lien on such assets by the first sentence of this Section 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 the lien subordination provisions set forth in Section 2.01Lien Priority and other terms hereof) and the applicable Grantors shall promptly grant additional Liens on notify the ABL Representative in writing of the existence of such assets to the other Secured PartiesLien.

No New Liens. Except with respect to So long as the JPMVEC Separate Assets and CollateralDischarge of First Lien Secured Obligations has not occurred, until whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the occurrence of the First Priority Obligations Payment DateBorrower or any Subsidiary Guarantor, the parties hereto agree that there the Borrower shall be no Liennot, and no Grantor shall have not permit any right to create Subsidiary Guarantor to, (i) grant or permit any Lien, additional Liens on any asset of such Grantor securing or property to secure any Second Lien 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 nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. 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 Grantor (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 2.04Borrower, then a Subsidiary Guarantor or any Subsidiary thereof unless such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any 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 entity has granted a Lien on such assets asset or property to secure the First Lien Secured Obligations, (ii) grant or permit any additional Liens on any asset or property to secure any First Lien Secured Obligations by the first sentence Borrower, a Subsidiary Guarantor or any Subsidiary thereof unless such entity has granted a Lien on such asset or property to secure the Second Lien Secured Obligations, (iii) cause a Subsidiary to guarantee any Second Lien Secured Obligations unless it has caused such Subsidiary to guarantee the First Lien Secured Obligations on the same terms hereof and (iv) cause a Subsidiary to guarantee any First Lien Secured Obligations unless it has caused such Subsidiary to guarantee the Second Lien Secured Obligations on the same 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 Lien Trustee and/or the First Lien Claimholders, the Second Lien Lender, for itself and on behalf of the Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.04 (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 the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.2.

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the The parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall be no Lien, and no Grantor shall have grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) each Second Priority Representative agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or any other Grantor securing any Secured Obligation of such Grantor if such asset is Second Priority Debt Obligations that are not also subject to a the first-priority Lien securing each in respect of the Senior Obligations under the Senior Debt Documents (other Secured Obligation than with respect to Additional Senior Debt Obligations that, by their terms, are not intended to be secured by all of the Senior Collateral and, in particular, are not intended to be secured by such Grantor, except that nothing contained in this Section 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 holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04assets). If any Second Priority Representative or 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 (other than the Liens described in clauses (i) and (ii) above), which assets are Collateral that is not also subject to a the first-priority Lien securing in respect of the other Secured Senior Obligations of such Grantor as required by under the first sentence of this Section 2.04Senior Debt Documents, then such Secured Party Second Priority Representative shall, without the need for any further consent of any other Secured Party, party and notwithstanding anything to the contrary in any Finance Documentother document, be deemed to also hold and have held such Lien for the benefit of the Senior Collateral Agent as security for the applicable Senior Obligations (subject to the lien priority and other terms hereof) and shall promptly notify the Senior Collateral Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Senior Collateral Agent to assign or release such Liens to the Senior Collateral Agent (and/or its designees) as security for the applicable Senior Obligations (but may retain a junior lien on such assets or property subject to the terms hereof) and until such release or assignment, shall be deemed to hold and have held such Lien for the benefit of the Senior Collateral Agent as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Secured Parties, the Second Priority Representatives and the other Second Priority Secured Parties holding Secured 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 2.04 shall be subject to Section 4.02. Exhibit R to the Credit Agreement Notwithstanding anything to the contrary set forth in this Agreement (including this Section 2.04), the Grantors may grant or permit Liens solely on the cash proceeds (and any deposit account in which such proceeds are deposited) of any issuance or incurrence of any Second Priority Debt Obligations that are required to have for the benefit of the holders of such obligations (including any representative or trustee thereof) without granting a Lien on such assets by to secure the first sentence Senior Obligations or any Second Priority Debt Obligations other than the Second Priority Debt Obligations the issuance of this Section 2.04 (and each which created such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Partiescash proceeds.

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the (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 2.04 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 holders of any other Second Priority Secured Obligations Parties or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.045.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing Secured 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 (other than the Liens described in clauses (i) and (ii) above)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 2.042.4, 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 Finance 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 2.04 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 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2.1).

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the 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 2.04 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 holders of any other Second Priority Secured Obligations 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 5.045.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing obligations under any Specified Secured Creditor Agreements and/or Bank Product Obligations and/or Letters of Credit (as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under 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 (other than the Liens described in clauses (i) and (ii) above)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 2.042.4, 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 Finance 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 2.04 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 2.01) and 2.1). In the applicable Grantors shall promptly grant additional Liens on event such Secured Party knows such assets are not subject to a Lien securing the other Secured PartiesObligations 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. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the 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 (a) nothing contained in this Section 2.04 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 holders of any other Second Priority Secured Obligations Parties or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.045.4 and (b) this Section 2.4 shall be inapplicable to any Lien securing obligations under any 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 each of the ABL/LC Credit 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 (other than the Liens described in clauses (i) and (ii) above)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 2.042.4, 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 Finance 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 2.04 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 2.01) and 2.1). In the applicable Grantors shall promptly grant additional Liens on event such Secured Party knows such assets are not subject to a Lien securing the other Secured PartiesObligations 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. Except with respect Subject to the JPMVEC Separate Assets and Collateral, until the occurrence Section [ ]13 of the First Initial Second-Priority Agreement and the corresponding provision of any other Second-Priority Credit Document, so long as the Discharge of First-Priority Obligations Payment Datehas 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 nothing contained in this Section 2.04 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 holders of any other Secured Obligations release such Lien or (ii) assign such Lien to the Second First-Priority Secured Parties from being granted Adequate Protection Liens Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in accordance with the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 5.04. If [ ]14 of the Initial Second-Priority Agreement and the 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 (other than the Liens described in clauses (i) and (ii) above), 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 2.04, 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 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 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall Second-Priority Representative promptly grant additional Liens on such assets to the other Secured Partiesupon becoming aware thereof.

No New Liens. Except as provided in Section 2.06, so long as the Discharge of Senior Secured Debt Obligations with respect to the JPMVEC Separate Assets and Collateralany Senior Secured Obligation has not occurred, until the occurrence of the First Priority Obligations Payment Datewhether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that there the Borrower shall be no Liennot, and no shall not permit any other Grantor shall have to, grant any right to create any Lien, Lien on any asset of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Grantor securing any Secured Obligation Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other the Senior Secured Obligations or (ii) with respect to such property; provided, however, notwithstanding the Second Priority foregoing, the refusal of any such holder of Senior Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Obligations to accept a Lien on any property of any Grantor shall not prohibit the taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets property of any Grantor securing the or any of their respective Subsidiaries constituting Junior Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), Collateral securing any Junior Secured Obligations which assets are property is not also subject to a the Lien securing of the other holders of Senior Secured Obligations of with respect to such Grantor as required by the first sentence of this Section 2.04property, then such holders of Junior Secured Party Obligations shall, without the need for any further consent of any other Secured Party, Person and notwithstanding anything to the contrary in any Finance Document, other Junior Document (x) hold and be deemed to hold and have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.14, the priority of such additional Liens shall be determined in accordance with Section 2.01. In addition, to the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available under this Agreement, the ABL Agent, each Pari Term Loan Debt Agent and the 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 2.04 (and each such Lien so deemed to have been held 2.14 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2.04(b).

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the (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 2.04 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 holders of any other Second Priority Secured Obligations Parties or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.045.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing Secured Supply Chain Obligations, Secured Swap Obligations, Secured Treasury Services Obligations and/or Letters of Credit (including the cash collateralization thereof), and not any other Secured 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 Grantor (other than the Liens described in clauses (i) and (ii) above)Obligations, 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 2.042.4, 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 Finance 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 2.04 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 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2.1).

No New Liens. Except So long as the Discharge of Senior Secured Obligations with respect to the JPMVEC Separate Assets and Collateralany Senior Secured Obligation has not occurred, until the occurrence of the First Priority Obligations Payment Datewhether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that there the Company shall be no Liennot, and no shall not permit any other Grantor shall have to, grant any right to create any Lien, Lien on any asset of its property, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its property, to secure Junior Secured Obligations unless it, or such Grantor securing any Secured Obligation Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such property in favor of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other the Senior Secured Obligations or (ii) with respect to such property; provided, however, notwithstanding the Second Priority foregoing, the refusal of any such holder of Senior Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04Obligations to accept a Lien on any property of any Grantor shall not prohibit the taking of a Lien on such property by the holders of Junior Secured Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets property of any Grantor securing the or any of their respective Subsidiaries constituting Junior Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), Collateral securing any Junior Secured Obligations which assets are property is not also subject to a the Lien securing of the other holders of Senior Secured Obligations of with respect to such Grantor as required by the first sentence of this Section 2.04property, then such holders of Junior Secured Party Obligations shall, without the need for any further consent of any other Secured Party, Person and notwithstanding anything to the contrary in any Finance Document, other Junior Document (x) hold and be deemed to hold and have held such Lien and security interest on such property for the benefit of the holders of Senior Secured Obligations with respect to such property as security for the Senior Secured Obligations, or (y) if directed by the holders of the Senior Secured Obligations with respect to such property constituting Senior Secured Obligations Collateral, take any actions that are necessary to make such Lien subject to this Agreement and provide the benefit of such Lien to the holders of the Senior Secured Obligations with respect to such property. To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.14, the priority of such additional Liens shall be determined in accordance with Section 2.1. In addition, to the extent that the foregoing provisions are not complied with for any reason, and without limiting any other rights and remedies available under this Agreement, the ABL Agent, each Pari Term Loan Debt Agent and the 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 2.04 (and each such Lien so deemed to have been held 2.14 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties2.04(b).

No New Liens. Except with respect (a) Subject to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Dateterms hereof, the parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall be no Lienpermit any of its direct or indirect Subsidiaries to, and no Grantor shall have (1) grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor securing to secure the Senior Obligations, or (2) grant or permit any Secured Obligation additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other Secured Obligations or (ii) secure the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. If Debt Obligations; and (b) if any Secured Second Priority Representative or any Second Priority Debt Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject to the Secured first-priority Liens securing all Senior Obligations of under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (other than but may retain a junior lien on such assets or property subject to the Liens described in clauses (iterms hereof) and (ii) above)until such assignment or such grant of a similar Lien to each Senior Representative, 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 2.04, 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 Finance Document, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties holding as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Obligations Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that are required any amounts received by or distributed to have any Second Priority Debt Party pursuant to or as a result of any Lien on such assets by the first sentence granted in contravention of this Section 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 the lien subordination provisions set forth in Section 2.01) 4.01 and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured PartiesSection 4.02.

No New Liens. Except with respect to Whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Symmetry or any other Grantor, Symmetry and the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the other parties hereto agree that there neither Symmetry nor any other Grantor shall be no Liengrant, and no Grantor Secured Party shall have accept, any right to create any Lien, additional Lien on any asset of Symmetry or such other Grantor securing to secure any Secured Obligation of unless Symmetry or such other Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 2.04 shall preclude (i) the First Priority Secured Parties from being has granted Adequate Protection Liens regardless of whether any Adequate Protection Liens are granted to the holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. 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 Grantor (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 2.04, 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 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 concurrently grants a Lien on such asset to secure the other outstanding Obligations (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such additional Liens constitute ABL Collateral or Non-ABL Collateral); provided that, with respect to any Lien granted under a Senior Notes Mortgage with respect to any real property located in the State of New York, such Lien may be granted without a prior or concurrent grant of a Lien thereon to secure the Revolving Credit Obligations so long as, prior to the grant of such Lien under such Senior Notes Mortgage, Symmetry or the applicable Grantor shall have given notice thereof to the Revolving Credit Agent and the Revolving Credit Agent shall have notified Symmetry that, pursuant to its authority under the Revolving Credit Agreement, the Revolving Credit Agent shall forego such grant of a Lien to secure the Revolving Credit Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Agent or the Senior Secured Parties, the Junior Agent, for itself and on behalf of the Junior 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 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.02.

No New Liens. Except with respect to So long as the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Senior Obligations Payment DateRepayment Date has not occurred, the parties hereto agree that there (i) no Loan Party shall be no Liencreate any Lien on any assets of any Loan Party securing any Subordinated Obligation if these same assets are not subject to, and no Grantor shall have any right to create any Liendo not become subject to, 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 nothing contained in this Section 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 holders of any other Secured Senior Obligations or and (ii) if the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. If Subordinated Lender or any Secured Party Subordinated Creditor shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing the Secured Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) aboveLoan Part), securing any Subordinated Obligation which assets are not also subject to a the first-priority Lien securing of the other Secured Obligations of such Grantor as required by Senior Agent under the first sentence of this Section 2.04Senior Documents, then the Subordinated Lender or such Secured Party shall, Subordinated Creditor will without the need for any further consent of any other Secured PartySubordinated Creditor, and notwithstanding anything to the contrary in any Finance Documentother Subordinated Document (unless the Senior Agent is granted a first priority Lien in accordance with the provisions of this Agreement) assign it to the Senior Agent as security for the Senior Obligations (in which case the Subordinated Lender may retain a junior lien on such assets subject to the terms hereof); provided that, until such time as the Subordinated Lender has assigned such Lien pursuant hereto, the Subordinated Lender shall be deemed to hold and have held such Lien in trust for the Senior Agent for the benefit of the Secured Parties holding Secured Obligations Senior Creditors. To the extent that the foregoing provisions are required not complied with for any reason, without limiting any other rights and remedies available to have the Senior Creditors, the Subordinated Creditors agree that any amounts distributable to or received by or distributed to any of them pursuant to or as a Lien on such assets by the first sentence result of Liens granted in contravention of this Section 2.04 (and each such Lien so deemed to have been held 3.4 shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties5.1.

No New Liens. Except with respect to the JPMVEC Separate Assets Whether or not any Insolvency or Liquidation Proceeding has been commenced, each Agent agrees, for itself and Collateralon behalf of its Related Secured Parties, until the occurrence of the First Priority Obligations Payment Date, the parties hereto agree that there no Secured Party shall be no Lien, and no Grantor shall have accept any right to create additional Lien under any Lien, Collateral Document on any asset of any Grantor to secure Obligations of any Class unless such Grantor securing has granted or concurrently grants a Lien on such asset to secure Obligations of the other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral, Non-ABL Priority Collateral or Crack Spread Hedging Collateral and whether such Liens secure Revolving Credit Excess Amounts or Note Excess Amounts); provided, however, that the foregoing shall not apply to additional Liens on any Secured Obligation asset of any Grantor granted to secure Obligations of any Class if, prior to such grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Agent of such Grantor if other Class has affirmatively declined in writing to accept such asset is not also subject Lien or failed to a Lien securing each other Secured Obligation respond to such offer within 30 days thereof, in which case the Agent of such Grantorother Class shall be deemed to have declined to accept such Lien; provided further, except that nothing contained the foregoing shall not apply to the Revolving Collateral Agent and the Note Collateral Agent, in this Section 2.04 shall preclude each case, with respect to any (i) Crack Spread Hedging Secured Counterparty in so far as the First Priority Secured Parties from being granted Adequate Protection Liens regardless of whether any Adequate Protection subject additional Liens are granted to the holders of any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. 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 Grantor (other than the Liens described in clauses (i) that would constitute ABL Priority Collateral and (ii) aboveCrack Spread Hedging LC Secured Party in so far as the subject additional Liens are on assets of any Grantor that would constitute Collateral (other than Crack Spread Hedging Collateral), which assets . To the extent that the foregoing provisions are not also subject complied with for any reason, without limiting any other rights and remedies available to any Agent or any of its Related Secured Parties, each Agent, for itself and on behalf of its Related Secured Parties, agrees that any amounts received by or distributed to such Agent or any of its Related Secured Parties pursuant to or as a Lien securing the other Secured Obligations result of such Grantor as required by the first sentence Liens granted in contravention of this Section 2.04, 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 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 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.02.

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the The parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall be no Lien, and no Grantor shall have (1) grant or permit any right to create any Lien, Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor securing to secure the Senior Obligations or (2) except as otherwise provided herein (including Section 2.06), grant or permit any Secured Liens on any asset or property of any Grantor to secure any Senior Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of any other Secured Obligations or (ii) secure the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. If Debt Obligations; and (b) (1) if any Secured Second Priority Representative or any Second Priority Debt Party shall (nonetheless and in breach hereof) acquire hold or hold otherwise be granted any Lien on any assets or property of any Grantor securing the Secured any Second Priority Debt Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), which assets that are not also subject to a Lien the first-priority Liens securing all Senior Obligations under the other Secured Obligations of Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (A) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as required by security for the first sentence of this Section 2.04Senior Obligations, then shall assign such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything Lien to the contrary in any Finance DocumentDesignated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (B) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties holding as security for the Senior Obligations (subject to the relative Lien priorities set forth herein) or (2) if any Senior Representative or any Senior Secured Party shall hold or otherwise be granted any Lien on any assets or property of any Grantor securing any Senior Obligations that are required not also subject to have the second-priority Liens securing all Second Priority Debt Obligations under the Second Priority Collateral Documents, such Senior Representative or Senior Secured Party shall notify the Designated Second Priority Representative promptly upon becoming aware thereof. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such assets by the first sentence granted in contravention of this Section 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 the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.02.

No New Liens. Except with respect Subject to the JPMVEC Separate Assets and Collateral, until the occurrence Section [ ]1 of the First Second-Priority Facility Agreement and the corresponding provision of any other Second-Priority Credit Document, so long as the Discharge of First-Priority Obligations Payment Datehas 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 Borrower 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 Agent 1 NTD: Insert cross-reference to lien release provision of Second-Priority Facility Agreement. promptly upon becoming aware thereof and, except that nothing contained in this Section 2.04 shall preclude upon demand by the First-Priority Agent or the Borrower, 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 holders of any other Secured Obligations release such Lien or (ii) assign such Lien to the Second First-Priority Secured Parties from being granted Adequate Protection Liens Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in accordance with the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 5.04. If [ ]2 of the Second-Priority Facility Agreement and the 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 Borrower or any other Grantor securing the Secured any Second-Priority Obligations of such Grantor (other than the Liens described in clauses (i) and (ii) above), 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 2.04, 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 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 2.04 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including the lien subordination provisions set forth in Section 2.01) and the applicable Grantors shall Second-Priority Representative promptly grant additional Liens on such assets to the other Secured Partiesupon becoming aware thereof.

No New Liens. Except with respect to the JPMVEC Separate Assets and Collateral, until the occurrence of the First Priority Obligations Payment Date, the The parties hereto agree that there that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall be no Lien, and no Grantor shall have grant or permit any right to create any Lien, additional Liens on any asset or property of any Grantor to secure any Junior Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor securing to secure the Senior Obligations; (b) subject to Section 2.06, none of the Grantors shall grant or permit any Secured Obligation additional Liens on any asset or property of any Grantor to secure any Senior Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Junior Debt Obligations; and (c) if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that nothing contained in this Section 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 holders of Junior Representative or any other Secured Obligations or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.04. If any Secured Junior Debt Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets or property of any Grantor securing any Junior Debt Obligations that are not also subject to the Secured first-priority Liens securing all Senior Obligations of under the Senior Collateral Documents, such Junior Representative or Junior Debt Party (i) shall notify the Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the Senior Representative as security for the Senior Obligations, shall assign such Lien to the Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (other than but may retain a junior lien on such assets or property subject to the Liens described in clauses (iterms hereof) and (ii) above), which assets are not also subject to until such assignment or such grant of a similar Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.04, 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 Finance DocumentSenior Representative, shall be deemed to hold and have held such Lien for the benefit of the Senior Representative and the other Senior Secured Parties holding as security for the Senior Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Senior Representative and/or the Senior Secured Obligations Parties, the Representatives, on behalf of the Secured Parties of the Debt Facility for which it is acting, agrees 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 2.04 (and each such Lien so deemed to have been held shall be subject treated in all respects to the provisions of this Agreement, including the lien subordination provisions same manner as set forth in Section 2.01) and the applicable Grantors shall promptly grant additional Liens on such assets to the other Secured Parties4.02.