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

Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of First Lien Obligations shall have occurred, (i) each Second Lien Agent agrees that, after the date hereof, neither such Second Lien Agent nor any of its applicable Second Lien Claimholders shall acquire or hold any Lien on any assets of CIT or any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Agent under the First Lien Collateral Documents, and (ii) CIT and each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of any Second Lien Agent or any Second Lien Claimholders unless it, or such Subsidiary, has granted a corresponding Lien on such assets in favor of the First Lien Agent or the First Lien Claimholders. If, prior to the Discharge of First Lien Obligations, any Second Lien Agent or any Second Lien Claimholder shall (nonetheless whether in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Agent under the First Lien Collateral Documents, then such Second Lien Agent (or the relevant Second Lien Claimholder), shall without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the First Lien Agent as security for the First Lien Obligations, and (y) any Proceeds thereof shall be subject to Section 4.2.

Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of First Lien Obligations shall have occurred, (i) each the Second Lien Agent agrees Agents agree that, after the date hereof, neither such none of the Second Lien Agent Agents nor any of its applicable Second Lien Claimholders Claimholder shall acquire or hold any Lien on any assets of CIT or any Grantor the Company or any of their respective its Subsidiaries securing any Second Lien Obligations Obligation which assets are not also subject to the Lien of the First Lien Agent Agents under the First Lien Collateral Documents, and (ii) CIT and each Grantor the Company agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of any the Second Lien Agent Agents or any the Second Lien Claimholders unless it, or such Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding Lien on such assets in favor of the First Lien Agent or the First Lien Claimholders. If, prior to If the Discharge of First Lien Obligations, any Second Lien Agent Agents or any Second Lien Claimholder shall (nonetheless whether and in breach hereof) acquire any Lien on any assets of any Grantor the Company or any of their respective its Subsidiaries securing any Second Lien Obligations Obligation which assets are not also subject to the Lien of the First Lien Agent Agents under the First Lien Collateral Documents, then such the Second Lien Agent Agents (or the relevant Second Lien Claimholder), shall shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Loan Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the First Lien Agent Agents as security for the First Lien Obligations, and or (y) any Proceeds thereof shall be subject to Section 4.2release such Lien.

Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of First Lien Obligations shall have occurred, (i) each the Second Lien Collateral Agent agrees that, after the date hereof, neither such the Second Lien Collateral Agent nor any of its applicable Second Lien Claimholders Claimholder shall acquire or hold any Lien on any assets of CIT or the Company, any Grantor Guarantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, and (ii) CIT and each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx gxxxx x Xxxx on any of its assets, in favor of any the Second Lien Collateral Agent or any the Second Lien Claimholders unless it, or such Subsidiary, has granted (or offered to grant with a reasonable opportunity for such Lien to be accepted) a corresponding senior Lien on such assets in favor of the First Lien Collateral Agent or the First Lien Claimholders. If, prior to If the Discharge of First Lien Obligations, any Second Lien Collateral Agent or any Second Lien Claimholder shall (nonetheless whether and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, then such the Second Lien Collateral Agent (or the relevant Second Lien Claimholder), shall shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Document (x) hold and be deemed to have held such Lien and security interest for the additional benefit of the First Lien Collateral Agent as security for the First Lien Obligations, and or (y) any Proceeds thereof shall be subject to Section 4.2release such Lien.

Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of First Lien Obligations shall have occurred, (i) each the Second Lien Collateral Agent agrees that, after the date hereof, neither such the Second Lien Collateral Agent nor any of its applicable Second Lien Claimholders Claimholder shall acquire or hold any Lien on any assets of CIT or any Borrower, any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, and (ii) CIT and each Grantor agrees not to grant any Lien on any of its assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of any the Second Lien Collateral Agent or any the Second Lien Claimholders unless it, or such Subsidiary, has granted a corresponding similar Lien on such assets in favor of the First Lien Collateral Agent or the First Lien Claimholders. If, prior to If the Discharge of First Lien Obligations, any Second Lien Collateral Agent or any Second Lien Claimholder shall (nonetheless whether and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, then such the Second Lien Collateral Agent (or the relevant Second Lien Claimholder), shall shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations, and Obligations or (y) release such Lien. To the extent that the foregoing provisions are not complied with for any Proceeds thereof reason, without limiting any other rights and remedies available to the First Lien Collateral Agent and/or the First Lien Claimholders, the Second Lien Collateral Agent, on behalf of the Second Lien Claimholders, agrees that any amounts received by it or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.5(b) shall be subject to Section 4.2.

Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of First Lien Obligations shall have occurred, (i) each the Second Lien Administrative Agent agrees that, after the date hereof, neither such the Second Lien Administrative Agent nor any of its applicable Second Lien Claimholders Claimholder shall acquire or hold any Lien on any assets of CIT or any Grantor Company, any Guarantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the senior priority Lien of the First Lien Administrative Agent under the First Lien Collateral Documents, and (ii) CIT and each Grantor agrees not to grant any Lien (other than a Permitted Lien) on any of its assets, or permit any of its Subsidiaries to xxxxx gxxxx x Xxxx (other than a Permitted Lien) on any of its assets, in favor of any the Second Lien Administrative Agent or any the Second Lien Claimholders unless it, or such Subsidiary, has granted a corresponding an identical Lien on such assets in favor of the First Lien Administrative Agent or the First Lien Claimholders. If, prior to If the Discharge of First Lien Obligations, any Second Lien Administrative Agent or any Second Lien Claimholder shall (nonetheless whether and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the Lien of the First Lien Administrative Agent under the First Lien Collateral Documents, then such the Second Lien Administrative Agent (or the relevant Second Lien Claimholder), shall shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the First Lien Administrative Agent as security for the First Lien Obligations, and (y) any Proceeds thereof shall be subject to Section 4.2.