Common use of First Lien Obligations Clause in Contracts

First Lien Obligations. (i) All First Lien Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all First Lien Obligations held by First Lien Creditors shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and each Second Lien Creditor hereby waives (i) notice of acceptance, or proof of reliance, by each First Lien Creditors of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the First Lien Obligations. Nothing contained in this Agreement shall preclude any First Lien Creditor from discontinuing the extension of credit to any Obligor (whether under the Note Documents or otherwise) or from taking (without notice to any Second Lien Creditor, any Obligor, or any other Person) any other action in respect of the First Lien Obligations or the Collateral which any First Lien Creditor is otherwise entitled to take with respect to the First Lien Obligations or the Collateral. (ii) None of First Lien Creditors or any of their affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise Dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If any First Lien Creditor should exercise any of its contractual rights or remedies under the Note Documents (subject to the express terms and conditions hereof), First Lien Creditors shall not have any liability whatsoever to any Second Lien Creditor as a result of such action, omission, or exercise. First Lien Creditors will be entitled to manage and supervise their loans and extensions of credit under the Note Documents as First Lien Creditors may, in their sole discretion, deem appropriate, and First Lien Creditors may manage their loans and extensions of credit without regard to any rights or interests that any Second Lien Creditor may have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. Each Second Lien Creditor agrees that First Lien Creditors shall not incur any liability as a result of a sale, lease, license, application or other Disposition of all or any portion of the Collateral or any part or Proceeds thereof. First Lien Creditors may, from time to time, enter into agreements and settlements with Obligors as they may determine in their sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including, without limitation, substituting Collateral, releasing any Lien and releasing any Obligor. Each Second Lien Creditor waives any and all rights it may have to require any First Lien Creditor to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order.

First Lien Obligations. (i) All First Lien Obligations at any time incurred by any Obligor shall be deemed to have been incurred, and all First Lien Obligations held by First Lien Creditors shall be deemed to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and each Second Lien Creditor hereby waives (i) notice of acceptance, or proof of reliance, by each First Lien Creditors of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the First Lien Obligations. Nothing contained in this Agreement shall preclude any First Lien Creditor from discontinuing the extension of credit to any Obligor (whether under the Note Documents or otherwise) or from taking (without notice to any Second Lien Creditor, any Obligor, or any other Person) any other action in respect of the First Lien Obligations or the Collateral which any First Lien Creditor is otherwise entitled to take with respect to the First Lien Obligations or the Collateral. (ii) None of First Lien Creditors or any of their affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise Dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If any First Lien Creditor should exercise any of its contractual rights or remedies under the Note Documents (subject to the express terms and conditions hereof), First Lien Creditors shall not have any liability whatsoever to any Second Lien Creditor as a result of such action, omission, or exercise. First Lien Creditors will be entitled to manage and supervise their loans and extensions of credit under the Note Documents as First Lien Creditors may, in their sole discretion, deem appropriate, and First Lien Creditors may manage their loans and extensions of credit without regard to any rights or interests that any Second Lien Creditor may have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. Each Second Lien Creditor agrees that First Lien Creditors shall not incur any liability as a result of a sale, lease, license, application or other Disposition of all or any portion of the Collateral or any part or Proceeds thereof. Until the Discharge of the First Lien Obligations has occurred, First Lien Creditors may, from time to time, enter into agreements and settlements with Obligors as they may determine in their sole discretion without impairing any of the subordinations, priorities, rights or obligations of the parties under this Agreement, including, without limitation, substituting Collateral, releasing any Lien and releasing any Obligor. Each Second Lien Creditor waives any and all rights it may have to require any First Lien Creditor to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or order.

First Lien Obligations. (a) The Parent will be permitted to designate as a holder of First Lien Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Obligations incurred by the Grantors after the date of this Agreement in accordance with the terms of all Controlling Credit Documents and Subordinated Credit Documents. The Parent may only effect such designation by delivering to the Controlling Collateral Agent: (i) All a First Lien Obligations at any time incurred Designation, duly executed by any Obligor the Parent; (ii) a First Lien Reaffirmation Agreement, duly executed by each Grantor; and (iii) an Intercreditor Xxxxxxx, duly executed by the respective First Lien Collateral Agent. The Parent shall be deemed to have been incurred, and all deliver a copy of each First Lien Obligations held by Designation, First Lien Creditors shall be deemed Reaffirmation Agreement and Intercreditor Joinder to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and each Second Lien Creditor hereby waives (i) notice then existing Subordinated Collateral Agent; provided that the failure to so deliver a copy of acceptance, or proof of reliance, by each any First Lien Creditors Obligations Designation, First Lien Reaffirmation Agreement and/or Intercreditor Joinder to any then existing Subordinated Collateral Agent shall not affect the status of such debt as First Lien Obligations if the other requirements of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of Section 2.5 are complied with. In accordance with the First Lien Obligations. Nothing contained in this Agreement Credit Documents, the Grantors shall preclude any First Lien Creditor from discontinuing the extension provide a legal opinion of credit to any Obligor (whether under the Note Documents or otherwise) or from taking (without notice to any Second Lien Creditor, any Obligor, or any other Person) any other action in respect of the First Lien Obligations or the Collateral which any First Lien Creditor is otherwise entitled to take with respect counsel as to the First Lien Obligations or being secured by a valid and perfected security interest in the Collateral. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of all Controlling Credit Documents and Subordinated Credit Documents. (iib) None of First Lien Creditors or any of their affiliates, directors, officers, employees, or agents shall be liable for failure With respect to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise Dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If any First Lien Creditor should exercise Obligations issued or incurred after the date hereof, each Grantor agrees to take such actions as may from time to time reasonably be requested by the then existing Controlling Collateral Agent or the First Lien Collateral Agent, and enter into such technical amendments, modifications and/or supplements to the then existing Controlling Collateral Documents or Subordinated Collateral Documents (or execute and deliver such additional First Lien Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the First Lien Obligations are secured by, and entitled to the benefits of, the relevant First Lien Collateral Documents, and each First Lien Claimholder, Second Lien Claimholder and Third Lien Claimholder (by its acceptance of the benefits hereof) hereby agrees to, and authorizes (i) the First Lien Collateral Agent, Second Lien Collateral Agent and Third Lien Claimholder, respectively, to enter into, any such technical amendments, modifications and/or supplements (and permit any additional First Lien Collateral Documents) and (ii) the then existing Controlling Collateral Agent to deliver to the First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the First Lien Collateral Agent to obtain control of its contractual rights or remedies such Pledged Collateral). If the new First Lien Obligations under the Note new First Lien Credit Documents (subject are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a Lien on such assets to the express terms and conditions hereof), same extent provided in the First Lien Creditors shall not have any liability whatsoever to any Second Lien Creditor as a result of such action, omission, or exercise. First Lien Creditors will be entitled to manage Collateral Documents and supervise their loans and extensions of credit under the Note Documents as First Lien Creditors may, in their sole discretion, deem appropriate, and First Lien Creditors may manage their loans and extensions of credit without regard to any rights or interests that any Second Lien Creditor may have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. Each Second Lien Creditor Grantor hereby further agrees that First Lien Creditors shall not incur that, if there are any liability as a result of a salerecording, lease, license, application filing or other Disposition of all or any portion of the Collateral or any part or Proceeds thereof. First Lien Creditors may, from time to time, enter into agreements and settlements similar fees payable in connection with Obligors as they may determine in their sole discretion without impairing any of the subordinationsactions to be taken pursuant to this Section 2.5(b), prioritiesall such amounts shall be paid by, rights or obligations of and shall be for the parties under this Agreementaccount of, includingthe respective Grantors, without limitation, substituting Collateral, releasing any Lien on a joint and releasing any Obligor. Each Second Lien Creditor waives any and all rights it may have to require any First Lien Creditor to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or orderseveral basis.

First Lien Obligations. (a) The Parent will be permitted to designate as a holder of First Lien Obligations hereunder each Person who is, or who becomes, the registered holder of First Lien Obligations incurred by the Grantors after the date of this Agreement in accordance with the terms of all Controlling Credit Documents and Subordinated Credit Documents. The Parent may only effect such designation by delivering to the Controlling Collateral Agent: (i) All a First Lien Obligations at any time incurred Designation, duly executed by any Obligor the Parent; (ii) a First Lien Reaffirmation Agreement, duly executed by each Grantor; and (iii) an Intercreditor Joinder, duly executed by the respective First Lien Collateral Agent. The Parent shall be deemed to have been incurred, and all deliver a copy of each First Lien Obligations held by Designation, First Lien Creditors shall be deemed Reaffirmation Agreement and Intercreditor Joinder to have been extended, acquired or obtained, as applicable, in reliance upon this Agreement, and each Second Lien Creditor hereby waives (i) notice then existing Subordinated Collateral Agent; provided that the failure to so deliver a copy of acceptance, or proof of reliance, by each any First Lien Creditors Obligations Designation, First Lien Reaffirmation Agreement and/or Intercreditor Joinder to any then existing Subordinated Collateral Agent shall not affect the status of such debt as First Lien Obligations if the other requirements of this Agreement, and (ii) notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of Section 2.5 are complied with. In accordance with the First Lien Obligations. Nothing contained in this Agreement Credit Documents, the Grantors shall preclude any First Lien Creditor from discontinuing the extension provide a legal opinion of credit to any Obligor (whether under the Note Documents or otherwise) or from taking (without notice to any Second Lien Creditor, any Obligor, or any other Person) any other action in respect of the First Lien Obligations or the Collateral which any First Lien Creditor is otherwise entitled to take with respect counsel as to the First Lien Obligations or being secured by a valid and perfected security interest in the Collateral. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of all Controlling Credit Documents and Subordinated Credit Documents. (iib) None of First Lien Creditors or any of their affiliates, directors, officers, employees, or agents shall be liable for failure With respect to demand, collect, or realize upon any of the Collateral or any Proceeds or for any delay in doing so or shall be under any obligation to sell or otherwise Dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof. If any First Lien Creditor should exercise Obligations issued or incurred after the date hereof, each Grantor agrees to take such actions as may from time to time reasonably be requested by the then existing Controlling Collateral Agent or the First Lien Collateral Agent, and enter into such technical amendments, modifications and/or supplements to the then existing Controlling Collateral Documents or Subordinated Collateral Documents (or execute and deliver such additional First Lien Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the First Lien Obligations are secured by, and entitled to the benefits of, the relevant First Lien Collateral Documents, and each First Lien Claimholder, Second Lien Claimholder and Third Lien Claimholder (by its acceptance of the benefits hereof) hereby agrees to, and authorizes (i) the First Lien Collateral Agent, Second Lien Collateral Agent and Third Lien Claimholder, respectively, to enter into, any such technical amendments, modifications and/or supplements (and permit any additional First Lien Collateral Documents) and (ii) the then existing Controlling Collateral Agent to deliver to the First Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow the First Lien Collateral Agent to obtain control of its contractual rights or remedies such Pledged Collateral). If the new First Lien Obligations under the Note new First Lien Credit Documents (subject are secured by assets of the Grantors constituting Collateral that do not also secure the Second Lien Obligations, then the Second Lien Obligations shall be secured at such time by a Lien on such assets to the express terms and conditions hereof), same extent provided in the First Lien Creditors shall not have any liability whatsoever to any Second Lien Creditor as a result of such action, omission, or exercise. First Lien Creditors will be entitled to manage Collateral Documents and supervise their loans and extensions of credit under the Note Documents as First Lien Creditors may, in their sole discretion, deem appropriate, and First Lien Creditors may manage their loans and extensions of credit without regard to any rights or interests that any Second Lien Creditor may have in the Collateral or otherwise except as otherwise expressly set forth in this Agreement. Each Second Lien Creditor Grantor hereby further agrees that First Lien Creditors shall not incur that, if there are any liability as a result of a salerecording, lease, license, application filing or other Disposition of all or any portion of the Collateral or any part or Proceeds thereof. First Lien Creditors may, from time to time, enter into agreements and settlements similar fees payable in connection with Obligors as they may determine in their sole discretion without impairing any of the subordinationsactions to be taken pursuant to this Section 2.5(b), prioritiesall such amounts shall be paid by, rights or obligations of and shall be for the parties under this Agreementaccount of, includingthe respective Grantors, without limitation, substituting Collateral, releasing any Lien on a joint and releasing any Obligor. Each Second Lien Creditor waives any and all rights it may have to require any First Lien Creditor to marshal assets, to exercise rights or remedies in a particular manner, or to forbear from exercising such rights and remedies in any particular manner or orderseveral basis.