Each Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of the Collateral, except for Permitted Liens. Notwithstanding anything to the contrary in this Agreement or other Loan Documents, each Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, or suffer to exist, directly or indirectly, any Lien on the Collateral with priority equal to or senior to the Liens created under the Loan Documents, except the Permitted Priority Liens, the Liens securing the Existing Secured Obligations and, solely with respect to the Term Loan Priority Account, the Liens in favor of Term Loan Agent and the Carveout.