Common use of No New Liens Clause in Contracts

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. Subject to Section 12.05 of (a) Limitation on other Collateral for First Lien Claimholders. the Indenture and First Lien Administrative Agent agrees that neither the corresponding provision of First Lien Administrative Agent nor any Second-Priority Document relating to Future Second-First Lien Debt, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority First Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such Obligations which assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Second Lien Administrative Agent under the Second Lien Collateral Documents, provided, however, notwithstanding the above, that the refusal of the Second Lien Administrative 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 Second-Priority assets by the First Lien Administrative Agent or the First Lien Claimholders. If the First Lien Administrative Agent or any First Lien Claimholder shall notify (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor or any of their respective Subsidiaries securing any First Lien Obligations which assets are not also subject to the Lien of the Second Lien Administrative Agent under the Second Lien Collateral Documents, then the First Lien Administrative Agent (or the relevant First Lien Claimholder), shall, without the need for any further consent of any other Second-Priority 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 benefit of the Second Lien Administrative Agent promptly upon becoming aware thereofas security for the Second Lien Obligations, or (y) release such Lien.

No New Liens. Subject to Section 12.05 The parties hereto agree that none of the Indenture and the corresponding provision Grantors shall, or shall permit any of any Second-Priority Document relating to Future Second-Lien Debtits subsidiaries to, so long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the parties hereto agree thatFirst Lien Obligations or (ii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, after or concurrently therewith grants, a Lien on such asset to secure the date hereofSecond Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees (i) that any amounts received by or distributed to any Second Lien Secured Party, pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to Section 4.02, (ii) if the Second Lien Collateral Agent or any Second-Priority Agent shall hold Second Lien Secured Party acquires any Lien on any assets of the Company Borrower or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such which assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the First Lien Collateral Agent under the First Lien Security Documents, then without the need for any further action or consent of any other Second-Priority Agent such Second-Priority Person, the Second Lien Collateral Agent shall notify any other Second-Priority be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent promptly upon becoming aware thereofas security of the First Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement.

No New Liens. Subject to Section 12.05 of (a) Until the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so long as date upon which the Discharge of Senior Lender Claims has not First Lien Obligations shall have occurred, the parties hereto agree thatthat no Second Lien Secured Party shall acquire or hold any Lien (other than any judgment lien as set forth in Section 2.3(c) above) on any assets of any Loan Party securing any Second Lien Obligation which assets are not also subject to the Lien of the First Lien Agent under the First Lien Loan Documents, after other than the date Excluded Term Loan Collateral. If any Second Lien Secured Party shall (nonetheless and in breach hereof, if any Second-Priority Agent shall ) acquire or hold any Lien on any assets of the Company or any other Grantor Loan Party securing any Second-Priority Claims that are not also subject to the first-priority Second Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such Obligation which assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the First Lien Agent under the First Lien Loan Documents (other Second-Priority than the Excluded Term Loan Collateral), then the Second Lien Agent such Second-Priority Agent shall notify (or the relevant Second Lien Secured Party) shall, without the need for any further consent of any other Second-Second Lien Secured Party, the Borrower or any Guarantor and notwithstanding anything to the contrary in any other Second Lien Loan Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the First Lien Agent as security for the First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the First Lien Agent promptly upon becoming aware thereofin writing of the existence of such Lien.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if neither the Junior Lien Collateral Agent nor any Second-Priority Agent Junior Lien Representative shall acquire or hold any Lien on any assets of the Company or any other Grantor Subsidiary (and neither the Company nor any Subsidiary shall grant such Lien) securing any Second-Priority Claims Junior Lien Obligations that are not also subject to the first-priority a First Priority Lien in respect of the Senior Lender Claims First Lien Obligations under the Senior Lender First Lien Documents, such Second-Priority Agent shall notify . If the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Junior Lien Collateral Agent or the Company, will assign any Junior Lien Representative shall (nonetheless and in breach hereof) acquire or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims Subsidiary that are is not also subject to the First Priority Lien in favor respect of the First Lien Obligations under the First Lien Documents, then such Junior Lien Collateral Agent or other Second-Priority Agent such Second-Priority Agent shall notify Junior Lien Representative shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other Second-Priority document, be deemed to also hold and have held such Lien for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations (subject to the lien priority and other terms hereof) and shall use its best efforts to promptly upon becoming aware thereofnotify the First Lien Collateral Agent in writing of such Lien and in any event take such actions as may be requested by the First Lien Collateral Agent to assign or release such Lien to the First Lien Collateral Agent (and/or its designee) as security for the applicable First Lien Obligations.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims has First Lien Obligations shall not have occurred, whether or not any Insolvency Proceeding has been commenced by or against any Credit Party, the parties hereto Second Lien Agents agree that, after that if the date hereof, if Second Lien Agents or any Second-Priority Agent Second Lien Creditor shall acquire or hold any Lien on any assets of the Company or any other Grantor Credit Party securing any Second-Priority Claims that Second Lien Obligations which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims First Lien Agent under the Senior Lender First Lien Documents, then such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof andSecond Lien Creditor, upon demand by the Intercreditor Agent First Lien Agent, will, without the need for any further consent of the Second Lien Agents or any other Second Lien Creditor notwithstanding anything to the Companycontrary in any other Second Lien Document, will assign or either (i) release (without representation or warranty) such Lien or (ii) take such actions as the First Lien Agent may reasonably request to cause the Intercreditor First Lien Agent to obtain a first-priority Lien on such assets as security for the Senior Lender Claims First Lien Obligations (in which case the case Second Lien Agents, for their benefit and the benefit of an assignmentthe Second Lien Creditors, each Second-Priority Agent may retain a junior lien Lien on such assets subject to the terms hereof). Subject To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Second Lien Agents or the First Lien Agent, as the case may be, each Creditor 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 2.6 shall be subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.1.

No New Liens. Subject to Section 12.05 of If the Indenture and the corresponding provision of Administrative Agent or a Second Lien Representative acquires any Second-Priority Document relating to Future Second-Lien Debt, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent shall hold any Lien lien on any assets of the Company Borrower or any other Grantor securing any Second-Priority Claims that guarantor which assets are not also subject to the first-priority Lien in respect lien of the Senior Lender Claims Administrative Exhibit C Agent and each Second Lien Representative, as applicable, then the Administrative Agent or such Second Lien Representative, as applicable, will hold such lien for the benefit of the Administrative Agent and the Second Lien Representatives (respecting the relative priorities set forth under “Lien Priorities” above) until the Senior Lender DocumentsAdministrative Agent and/or such Second Lien Representative acquires a lien in such assets. Enforcement The Administrative Agent and the Secured Parties shall have the exclusive right to enforce rights, such Second-Priority Agent shall notify exercise remedies and make determinations regarding the Intercreditor Agent promptly upon becoming aware thereof andrelease or disposition with respect to the Collateral without any consultation with or the consent of any Second Lien Representative or any holder of Second Lien Notes. No Second Lien Representative or holder of Second Lien Notes may (i) contest, upon demand protest or object to any foreclosure or other enforcement action brought by the Intercreditor Administrative Agent or the Company, will assign or release (without representation or warranty) such Lien Secured Parties with respect to the Intercreditor Agent as security for the Senior Lender Claims Collateral, (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject ii) object to the terms hereof). Subject forbearance by the Administrative Agent or the Secured Parties from bringing or pursuing any foreclosure or other enforcement action with respect to Section 12.05 the Collateral or (iii) foreclose on or take any other enforcement action with respect to the Collateral while any Obligations are outstanding, except that a Second Lien Representative or holder of Second Lien Notes may take customary actions to the extent not otherwise inconsistent with, or prohibited by, the other provisions of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien DebtIntercreditor Agreement, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.including:

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims has not occurred, (a) the parties hereto agree thatthat (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any of Borrower or any of its subsidiaries or any proceeds thereof and (ii) after the date hereof, if any Second-Priority the Second Lien Collateral Agent on behalf of the Noteholders, shall hold (to its actual knowledge), any Lien on any assets of the Company Borrower or any other Grantor of its subsidiaries securing any Second-Priority the Noteholder Claims that are not also subject to the first-priority prior Lien in respect of the Senior Lender Claims First Lien Creditors under the Senior Lender Loan Documents, such Second-Priority the Second Lien Collateral Agent shall will notify the Intercreditor First Lien Collateral Agent promptly upon becoming aware thereof in writing and, upon demand by the Intercreditor Agent or the CompanyFirst Lien Collateral Agent, will assign or shall either release (without representation or warranty) such Lien or assign it to the Intercreditor Agent First Lien Creditors as security for the Senior Lender Claims (in unless the case of an assignment, each Second-Priority Agent may retain applicable Obligor shall promptly grant a junior lien similar Lien on such assets subject in favor of the First Lien Creditors and such Lien shall be prior to the terms hereof). Subject to Section 12.05 Lien of the Indenture Second Lien Collateral Agent on such assets) and (b) each of Borrower and its subsidiaries agrees it will not grant, and the corresponding provision of any Second-Priority Document relating Guarantor agrees it will not permit its Subsidiaries to Future Second-Lien Debtgrant, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any of its assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Second Lien Collateral Agent or the Noteholders unless Borrower or such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofsubsidiary has granted a similar perfected prior Lien on such assets in favor of the First Lien Creditors.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims has First Lien Obligations, up to but not exceeding the First Lien Cap, shall not have occurred, whether or not any Insolvency Proceeding has been commenced by or against any Credit Party, the parties hereto Second Lien Agents agree that, after that if the date hereof, if Second Lien Agents or any Second-Priority Agent Second Lien Creditor shall acquire or hold any Lien on any assets of the Company or any other Grantor Credit Party securing any Second-Priority Claims that Second Lien Obligations which assets are not also subject to the first-priority Lien in respect of the Senior Lender Claims First Lien Agent under the Senior Lender First Lien Documents, then such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof andSecond Lien Creditor, upon demand by the Intercreditor Agent First Lien Agent, will, without the need for any further consent of the Second Lien Agents or any other Second Lien Creditor notwithstanding anything to the Companycontrary in any other Second Lien Document, will assign or either (i) release (without representation or warranty) such Lien or (ii) take such actions as the First Lien Agent may reasonably request to cause the Intercreditor First Lien Agent to obtain a first-priority Lien on such assets as security for the Senior Lender Claims First Lien Obligations (in which case the case Second Lien Agents, for their benefit and the benefit of an assignmentthe Second Lien Creditors, each Second-Priority Agent may retain a junior lien Lien on such assets subject to the terms hereof). Subject To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Second Lien Agents or the First Lien Agent, as the case may be, each Creditor 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 2.6 shall be subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof4.1.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if neither the Junior Lien Collateral Agent nor any Second-Junior Lien Representative shall acquire, hold or permit to exist any Lien on any assets of Parent, the Company or any other Subsidiary (and none of Parent, the Company or any Subsidiary shall grant such Lien) securing any Junior Lien Obligations that are not also subject to a First Priority Lien in respect of the First Lien Obligations under the First Lien Documents. If the Junior Lien Collateral Agent or any Junior Lien Representative shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of Parent, the Company or any other Grantor securing any Second-Priority Claims Subsidiary that are is not also subject to the first-priority First Priority Lien in respect of the Senior Lender Claims First Lien Obligations under the Senior Lender First Lien Documents, then such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Junior Lien Collateral Agent or other Junior Lien Representative shall, without the Companyneed for any further consent of any party and notwithstanding anything to the contrary in any other agreement, will assign document or release (without representation or warranty) instrument, be deemed to also hold and have held such Lien to for the Intercreditor Agent benefit of the First Lien Collateral Agents as security for the Senior Lender Claims First Lien Obligations (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the lien priority and other terms hereof). Subject ) and shall use its best efforts to Section 12.05 promptly notify each First Lien Collateral Agent in writing of such Lien and in any event take such actions as may be requested by any First Lien Collateral Agent to assign or release such Lien to each First Lien Collateral Agent (and/or its designee) as security for the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-applicable First Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so long as the Discharge of Senior Lender Claims has not occurred, the The parties hereto agree thatthat until all First Lien Claims have been Paid in Full, after Second Lien Secured Parties shall not at any time (including during any Insolvency or Liquidation Proceeding), without the date hereofconsent of First Lien Collateral Agent, if any Second-Priority Agent shall acquire or hold any Lien on any assets property of any Debtor securing any Second Lien Claims which property is not also subject to a first priority Lien in favor of the Company First Lien Secured Parties under the First Lien Collateral Documents. If Second Lien Secured Parties shall (whether or not in breach hereof) acquire or hold any other Grantor Lien on any property of any Debtor securing any Second-Priority Second Lien Claims that are which property is not also subject to the first-first priority Lien in respect favor of the Senior Lender Claims First Lien Secured Parties under the Senior Lender First Lien Loan Documents, such Second-Priority Agent shall notify then Second Lien Secured Parties shall, notwithstanding anything to the Intercreditor Agent promptly upon becoming aware thereof andcontrary in any other Second Lien Note Document, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warrantyi) be deemed to hold and have held such Lien to for the Intercreditor Agent benefit of First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties, as security for the Senior Lender First Lien Claims and shall assign such Lien to First Lien Collateral Agent (in the which case of an assignment, each Second-Priority a Second Lien Collateral Agent may retain a junior lien Lien on such assets property subject to the terms hereof). Subject , and any amounts received by or distributed to Section 12.05 any of the Indenture and the corresponding provision Second Lien Secured Parties pursuant to or as a result of any Second-Priority Document relating to Future Second-such Lien Debtshall be distributed in accordance with Section 6, each Second-Priority Agent agrees thator (ii) if so requested by First Lien Collateral Agent, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent release such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofLien.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority the Second Lien Collateral Agent shall not acquire or hold any Lien on any assets of the Company or any other Grantor (and neither the Company nor any Grantor shall grant such Lien) securing any Second-Priority Claims Second Lien Obligations that are not also subject to the first-priority a First Priority Lien in respect of the Senior Lender Claims First Lien Obligations under the Senior Lender First Lien Documents, such Second-Priority . If the Second Lien Collateral Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent (nonetheless and in breach hereof) acquire or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are is not also subject to the First Priority Lien in favor respect of the other Second-Priority First Lien Obligations under the First Lien Documents, then the Second Lien Collateral Agent such Second-Priority Agent shall notify shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other Second-Priority document, be deemed to also hold and have held such Lien for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations (subject to the lien priority and other terms hereof) and shall use its best efforts to promptly upon becoming aware thereofnotify the First Lien Collateral Agent in writing of such Lien and in any event take such actions as may be requested by the First Lien Collateral Agent to assign or release such Lien to the First Lien Collateral Agent (and/or its designee) as security for the applicable First Lien Obligations.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of (i) Each Second Lien Agent agrees that no Second Lien Agent nor any Second-Priority Document relating to Future Second-Second Lien Debt, so long as the Discharge of Senior Lender Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Claimholder shall acquire or hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Second Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such Obligations which assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien of each other Second Lien Agent under the Second 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 Claimholder 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 each other Second Lien Agent or the other Second-Priority Second Lien Claimholders; provided, however, notwithstanding the foregoing, the failure of CIT or any Grantor to offer any Second Lien Agent or any Second Lien Claimholder a Lien on any assets of CIT or any Grantor or any of their respective Subsidiaries shall not prohibit the taking of a Lien on such Second-Priority assets by any Second Lien Agent or any Second Lien Claimholders; provided further for the avoidance of doubt that, with respect to the CIT Leasing Documents, CIT Leasing shall notify any other Second-Priority Agent promptly upon becoming aware thereofbe the only applicable Grantor.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims has not occurred, (a) the parties hereto agree thatthat (i) neither the Second Lien Collateral Agent nor any Noteholder shall acquire any security interest in or shall have any interest in (including following avoidance of any Lender Liens) any property, real or otherwise (other than the Common Collateral), of any Obligor or any proceeds thereof and (ii) after the date hereof, if any Second-Priority the Second Lien Collateral Agent shall hold any Lien on any assets of any Obligor securing the Company or any other Grantor securing any Second-Priority Noteholder Claims that are not also subject to the first-priority prior Lien in respect of the Senior Lender Claims First Lien Creditors under the Senior Lender Credit Documents, such Second-Priority the Second Lien Collateral Agent shall will notify the Intercreditor First Lien Collateral Agent promptly upon becoming aware thereof in writing and, upon demand by the Intercreditor Agent or the CompanyFirst Lien Collateral Agent, will assign or shall either release (without representation or warranty) such Lien or assign it to the Intercreditor Agent First Lien Creditors as security for the Senior Lender Claims (in unless the case of an assignment, each Second-Priority Agent may retain applicable Obligor shall promptly grant a junior lien similar Lien on such assets subject in favor of the First Lien Creditors and such Lien shall be prior to the terms hereof). Subject to Section 12.05 Lien of the Indenture Second Lien Collateral Agent on such assets) and (b) each Obligor agrees it will not grant, and the corresponding provision of any Second-Priority Document relating Guarantor agrees it will not permit its Subsidiaries to Future Second-Lien Debtgrant, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any of its assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Second Lien Collateral Agent or the Noteholders unless such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligor has granted a similar perfected prior Lien on such assets in favor of the First Lien Creditors.

No New Liens. Subject to Section 12.05 of Until the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so long as date upon which the Discharge of Senior Lender Claims has not First Lien Obligations shall have occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent that no Subordinated Lien Secured Party shall acquire or hold any Lien on any assets of the Company or any other Grantor constituting Common Collateral, securing any Second-Priority Claims that are not also subject to the first-priority Subordinated Lien in respect of the Senior Lender Claims under the Senior Lender DocumentsObligation, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on if such assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-First Lien Collateral Agent under the First Lien Documents (and subject to the Lien Priority contemplated herein). If any Subordinated Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such assets securing any Subordinated Lien Obligation, which assets are not also subject to the Lien of the First Lien Collateral Agent such Second-under the First Lien Documents, subject to the Lien Priority set forth herein, then the applicable Subordinated Lien Collateral Agent shall notify (or the applicable Subordinated Lien Secured Party) shall, without the need for any further consent of any other Second-Subordinated Lien Secured Party and notwithstanding anything to the contrary in any other Subordinated Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the First Lien Collateral Agent promptly upon becoming aware thereofin writing of the existence of such Lien.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so So long as the Discharge of Senior Lender Claims First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any Guarantor, the parties hereto agree thatthat the Company shall not, after the date hereofand shall not permit any Guarantor to, if (i) grant or permit any Second-Priority Agent shall hold additional Liens on any asset or property to secure any Second Lien Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, or (ii) grant or permit any assets of additional Liens on any asset to secure any First Lien Obligations unless it has granted or concurrently grants a Lien on such asset to secure the Second Lien Obligations; provided that this provision will not be violated if the Company or any other Grantor securing any Second-Priority Claims that are not also subject Guarantor takes all appropriate action to grant to the first-priority First Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Collateral Agent or the Company, will assign Second Lien Collateral Agent a Lien and the First Lien Collateral Agent or release (without representation or warranty) Second Lien Collateral Agent has not taken any action to perfect such Lien on such property. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Intercreditor First Lien Collateral Agent and/or the First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as security for the Senior Lender Claims (a result of Liens granted in the case contravention of an assignment, each Second-Priority Agent may retain a junior lien on such assets this Section 2.3 hereof shall nevertheless be subject to the terms Section 4.2 hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.

No New Liens. Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien DebtThe parties hereto agree that, so long as the Discharge of Senior Lender Claims Obligations has not occurred, the parties hereto agree that, after the date hereof, if whether or not any Second-Priority Agent shall hold any Lien on any assets of Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall not, and shall not permit any other Grantor securing to, grant or permit any Second-Priority Claims additional Liens on any asset or property to secure any Third Lien Obligation unless it has granted, or substantially concurrently therewith grants, a Lien on such asset or property to secure the Senior Obligations, the parties hereto agreeing that any such Liens shall be subject to Section 2.1. To the extent that the provisions of the immediately preceding sentence are not also complied with for any reason, without limiting any other right or remedy available to any Senior Representative, any Senior Collateral Agent or the Senior Claimholders, each of the Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of the Third Lien Claimholders, agrees that any amounts received by or distributed to any Third Lien Claimholder pursuant to or as a result of any Lien granted in contravention of this Section 3.3 shall be subject to Section 5.2. Notwithstanding anything in this Agreement to the first-priority contrary, prior to the Discharge of First Lien Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien letters of credit issued pursuant to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain First Lien Loan Documents or Hedging Obligations without granting a junior lien on such assets subject Lien thereon to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of secure any Second-Priority Document relating to Future Second-Second Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Obligations or Third Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereofObligations.

No New Liens. Subject to Section 12.05 of The parties hereto agree that it is their intention that the Indenture and Subordinated Lien Collateral shall not be more expansive than the corresponding provision of any Second-First Priority Document relating to Future Second-Lien Debt, so Collateral. So long as the Discharge of Senior Lender First Priority Claims has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Agent Subordinated Lien Debt Representative or any Subordinated Lien Secured Party shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Subordinated Lien Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender DocumentsFirst Priority Lien, such Second-Priority Agent Subordinated Lien Debt Representative or such Subordinated Lien Secured Party shall notify the Intercreditor Agent First Priority Lien Collateral Trustee promptly upon becoming aware thereof thereof, such Lien shall be deemed to be assigned to the First Priority Lien Collateral Trustee for the benefit of the First Priority Lien Secured Parties, and the Grantors, by their signatures hereto, shall be deemed to consent to such assignment, and, upon demand by the Intercreditor Agent First Priority Lien Collateral Trustee or the Company, will execute and deliver all documents and agreements requested by the First Priority Lien Collateral Trustee to assign or release (without representation or warranty) such Lien to the Intercreditor Agent First Priority Lien Collateral Trustee (and/or its designee) as security for the Senior Lender applicable First Priority Claims (in the case of an assignment, each Second-Priority Agent Subordinated Lien Debt Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the Lien in favor of the other Second-Priority Agent such Second-Priority Agent shall notify any other Second-Priority Agent promptly upon becoming aware thereof.