Common use of Limitation on other Collateral for First Lien Claimholders Clause in Contracts

Limitation on other Collateral for First Lien Claimholders. (i) The First Lien Collateral Agent agrees that neither the First Lien Collateral Agent nor any First Lien Claimholder shall acquire or hold any Lien on any assets of any Grantor securing any First Lien Obligations (other than an Excluded Asset) which assets are not also subject to the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to gxxxx x Xxxx on any of its assets, in favor of the First Lien Collateral Agent or the First Lien Claimholders (other than an Excluded Asset) unless it, or such Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding junior Lien on such assets in favor of the Second Lien Collateral Agent or the Second Lien Claimholders; provided, however, notwithstanding clauses (i) and (ii) above, that the refusal of the Second Lien Collateral Agent or the Second Lien Claimholders to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien on such assets by the First Lien Collateral Agent or the First Lien Claimholders. If the First Lien Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries (other than an Excluded Asset) securing any First Lien Obligations which assets are not also subject to the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then the First Lien Collateral Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Document (x) hold and be deemed to have held such Lien and security interest for the additional benefit of the Second Lien Collateral Agent as security for the Second Lien Obligations, or (y) release such Lien.

Limitation on other Collateral for First Lien Claimholders. So long as any Second Lien Obligations remain outstanding, and subject to Section 6, (i) The the First Lien Collateral Agent agrees that that, after the date hereof, neither the First Lien Collateral Agent nor any First Lien Claimholder shall acquire or hold any Lien on any assets of any Grantor securing any First Lien Obligations (other than an Excluded Asset) which assets are not also subject to the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to gxxxx xxxxx x Xxxx on any of its assets, in favor of the First Lien Collateral Agent or the First Lien Claimholders (other than an Excluded Asset) unless it, or such Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding junior similar Lien on such assets in favor of the Second Lien Collateral Agent or the Second Lien Claimholders; provided, however, notwithstanding clauses (i) and (ii) above, that the refusal of the Second Lien Collateral Agent or the Second Lien Claimholders to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien on such assets by the First Lien Collateral Agent or the First Lien Claimholders. If the First Lien Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries (other than an Excluded Asset) securing any First Lien Obligations which assets are not also subject to the Lien of the Second Lien Collateral Agent under the Second Lien Collateral Documents, then the First Lien Collateral Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Document (x) hold and be deemed to have held such Lien and security interest for the additional benefit of the Second Lien Collateral Agent as security for the Second Lien ObligationsObligations subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover under Section 4 or (y) release such Lien.

Limitation on other Collateral for First Lien Claimholders. So long as any Second Lien Obligations remain outstanding, and subject to Section 6, (i) The the First Lien Collateral Administrative Agent agrees that that, after the date hereof, neither the First Lien Collateral Administrative Agent nor any First Lien Claimholder shall acquire or hold any Lien on any assets of any Grantor securing any First Lien Obligations (other than an Excluded Asset) which assets are not also subject to the Lien of the Second Lien Collateral Administrative Agent under the Second Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to gxxxx x Xxxx on any of its assets, in favor of the First Lien Collateral Administrative Agent or the First Lien Claimholders (other than an Excluded Asset) unless it, or such Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding junior an identical but subordinated Lien on such assets in favor of the Second Lien Collateral Administrative Agent or the Second Lien Claimholders; provided, however, notwithstanding clauses (i) and (ii) above, that the refusal of the Second Lien Collateral Agent or the Second Lien Claimholders to accept a Lien on any assets of any Grantor shall not prohibit the taking of a Lien on such assets by the First Lien Collateral Agent or the First Lien Claimholders. If the First Lien Collateral Administrative Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries (other than an Excluded Asset) securing any First Lien Obligations which assets are not also subject to the Lien of the Second Lien Collateral Administrative Agent under the Second Lien Collateral Documents, then the First Lien Collateral Administrative Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Document (x) hold and be deemed to have held such Lien and security interest for the additional benefit of the Second Lien Collateral Administrative Agent as security for the Second Lien Obligations, or (y) release such LienObligations subject to the priorities set forth herein with any amounts received in respect thereof subject to distribution and turnover under Section 4.

Limitation on other Collateral for First Lien Claimholders. (i) The First Lien Collateral Agent agrees Agents agree that neither the First Lien Collateral Agent Agents nor any First Lien Claimholder shall acquire or hold any Lien on any assets of any Grantor the Company (other than assets constituting Excluded Second Lien Collateral) securing any First Lien Obligations (other than an Excluded Asset) which assets are not also subject to the Lien of the Second Lien Collateral Agent Agents under the Second Lien Collateral Documents, and (ii) each Grantor the Company agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to gxxxx x Xxxx on any of its assets, assets (other than Excluded Second Lien Collateral) in favor of the First Lien Collateral Agent Agents or the First Lien Claimholders (other than an Excluded Asset) unless it, or such Subsidiary, it has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding junior Lien on such assets in favor of the Second Lien Collateral Agent Agents or the Second Lien Claimholders; provided, however, that notwithstanding clauses (i) and and (ii) above, that the refusal of the Second Lien Collateral Agent Agents or the Second Lien Claimholders to accept a Lien on any assets of any Grantor the Company shall not prohibit the taking of a Lien on such assets by the First Lien Collateral Agent Agents or the First Lien Claimholders. If the First Lien Collateral Agent Agents or any First Lien Claimholder Claimholders shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries (other than an Excluded Asset) the Company securing any First Lien Obligations which assets are not also subject to the Lien of the Second Lien Collateral Agent Agents under the Second Lien Collateral Documents, then the First Lien Collateral Agent Agents (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Loan Document (x) hold and be deemed to have held such Lien and security interest for the additional benefit of the Second Lien Collateral Agent Agents as security for the Second Lien Obligations, or (y) release such Lien.