Common use of No Duties of First Lien Collateral Agent Clause in Contracts

No Duties of First Lien Collateral Agent. The Junior Lien Collateral Agent, for itself and on behalf of each Junior Lien Secured Party, acknowledges and agrees that neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any duties or other obligations to any such Junior Lien Secured Party with respect to any Collateral, other than to transfer to the Junior Lien Collateral Agent any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral remaining in its possession following the associated Discharge of First Lien Obligations (other than Excess First Lien Obligations), in each case, without representation or warranty on the part of the First Lien Collateral Agent or any First Lien Secured Party. In furtherance of the foregoing, each Junior Lien Secured Party acknowledges and agrees that until the Discharge of First Lien Obligations (other than Excess First Lien Obligations and subject to the terms of Section 3.02, including the rights of the Junior Lien Secured Parties following the expiration of any applicable Standstill Period), the First Lien Collateral Agent shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise Dispose of or deal with such Collateral, as provided herein and in the First Lien Documents, without regard to any Junior Lien therein granted to the Junior Lien Secured Parties or any right to which the Junior Lien Collateral Agent or any Junior Lien Secured Party would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, the Junior Lien Collateral Agent, for itself and on behalf of each Junior Lien Secured Party, agrees that neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon the Collateral, or to sell, Dispose of or otherwise liquidate all or any portion of such Collateral, in any manner that would maximize the return to the Junior Lien Secured Parties, notwithstanding that the order and timing of any such realization, sale, Disposition or liquidation may affect the amount of proceeds actually received by the Junior Lien Secured Parties from such realization, sale, Disposition or liquidation. The Junior Lien Collateral Agent, for itself and on behalf of each Junior Lien Secured Party, hereby waives any claim any Junior Lien Secured Party may now or hereafter have against the First Lien Collateral Agent or any other First Lien Secured Party arising out of any action that the First Lien Collateral Agent or any other First Lien Secured Party takes or omits to take (including actions with respect to (i) the creation, perfection or continuation of Liens on any Collateral, (ii) the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral, (iii) the maintenance and preservation of any Collateral and (iv) the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the First Lien Documents or the valuation, use, protection or release of any security for the First Lien Obligations.

No Duties of First Lien Collateral Agent. The Junior Lien Collateral Agent, for itself and on behalf of each Junior Each Second Lien Secured Party, Party acknowledges and agrees that neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any duties or other obligations to any such Junior Second Lien Secured Party with respect to any First Lien Obligations Collateral, other than to transfer to the Junior Second Lien Collateral Agent any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral that constitutes Second Lien Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral and the associated Discharge of First Lien Obligations (other than Excess Obligations, or, if the First Lien Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of First Lien Obligations), such Collateral or any part thereof remaining, in each case, case without representation or warranty on the part of the First Lien Collateral Agent or any other First Lien Secured Party. In furtherance of the foregoing, each Junior Second Lien Secured Party acknowledges and agrees that until the Discharge of First Lien Obligations (other than Excess First Lien Obligations and subject to the terms of Section 3.02, including the rights of the Junior Lien Secured Parties following the expiration of any applicable Standstill Period)shall occur, the First Lien Collateral Agent shall be entitled, for the benefit of the holders of the First Lien Secured PartiesObligations, to sell, transfer or otherwise Dispose dispose of or deal with such Collateral, Collateral as provided herein and in the First Lien Security Documents, and to apply any proceeds or other amounts realized to the payment of First Lien Obligations, without regard to any Junior Second Lien therein granted to the Junior Lien Secured Parties or any right rights to which the Junior holders of the Second Lien Collateral Agent or any Junior Lien Secured Party Obligations would otherwise be entitled as a result of such Junior Second Lien. Without limiting the foregoing, the Junior Lien Collateral Agent, for itself and on behalf of each Junior Second Lien Secured Party, Party agrees that neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any duty or obligation first to marshal xxxxxxxx or realize upon any type of Collateral (or any other collateral securing the CollateralFirst Lien Obligations), or to sell, Dispose dispose of or otherwise liquidate all or any portion of such Collateralthe Collateral (or any other collateral securing the First Lien Obligations), in any manner that would maximize the return to the Junior Second Lien Secured Parties, notwithstanding that the order and timing of any such realization, sale, Disposition disposition or liquidation may affect the amount of proceeds actually received by the Junior Second Lien Secured Parties from such realization, sale, Disposition disposition or liquidation. The Junior Lien Collateral Agent, for itself and on behalf Each of each Junior the Second Lien Secured Party, hereby Parties waives any claim any Junior such Second Lien Secured Party may now or hereafter have against the First Lien Collateral Agent or any other First Lien Secured Party (or their representatives) arising out of (i) any action that actions which the First Lien Collateral Agent or any other the First Lien Secured Party takes Parties may take or omits omit to take (including including, without limitation, actions with respect to (i) the creation, perfection or continuation of Liens on any Collateral, (ii) actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral, (iii) of the maintenance and preservation of any Collateral and (iv) actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by the First Lien Collateral Agent or First Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code and/or (iii) any borrowing or use of cash Collateral by any Grantor as debtor-in-possession, or any related grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code.

No Duties of First Lien Collateral Agent. The Junior Lien Collateral Agent, for itself and on behalf of each Junior Each Second Lien Secured Party, Party acknowledges and agrees that neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any duties or other obligations to any such Junior Second Lien Secured Party with respect to any First Lien Obligations Collateral, other than to transfer to the Junior Second Lien Collateral Agent any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral that constitutes Second Lien Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral, the associated Discharge payment and satisfaction in full of the First Lien Obligations (other than Excess secured thereby and the termination of any commitment to extend credit that would constitute First Lien Obligations)Obligations secured thereby, or, if the First Lien Collateral Agent shall be in possession of all or any part of such Collateral after such payment and satisfaction in full and termination, such Collateral or any part thereof remaining, in each case, case without representation or warranty on the part of the First Lien Collateral Agent or any other First Lien Secured Party. In furtherance of the foregoing, each Junior Second Lien Secured Party acknowledges and agrees that until the Discharge of First Lien Obligations (other than Excess secured by any Collateral shall have been paid and satisfied in full and any commitment to extend credit that would constitute First Lien Obligations and subject to the terms of Section 3.02, including the rights of the Junior Lien Secured Parties following the expiration of any applicable Standstill Period)secured thereby shall have been terminated, the First Lien Collateral Agent shall be entitled, for the benefit of the holders of the First Lien Secured PartiesObligations, to sell, transfer or otherwise Dispose dispose of or deal with such Collateral, Collateral as provided herein and in the First Lien Security Documents, without regard to any Junior Second Lien therein granted to the Junior Lien Secured Parties or any right rights to which the Junior holders of the Second Lien Collateral Agent or any Junior Lien Secured Party Obligations would otherwise be entitled as a result of such Junior Second Lien. Without limiting the foregoing, the Junior Lien Collateral Agent, for itself and on behalf of each Junior Second Lien Secured Party, Party agrees that neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any duty or obligation first to marshal mxxxxxxx or realize upon any type of Collateral (or any other collateral securing the CollateralFirst Lien Obligations), or to sell, Dispose dispose of or otherwise liquidate all or any portion of such Collateralthe Collateral (or any other collateral securing the First Lien Obligations), in any manner that would maximize the return to the Junior Second Lien Secured Parties, notwithstanding that the order and timing of any such realization, sale, Disposition disposition or liquidation may affect the amount of proceeds actually received by the Junior Second Lien Secured Parties from such realization, sale, Disposition disposition or liquidation. The Junior Lien Collateral Agent, for itself and on behalf Each of each Junior the Second Lien Secured Party, hereby Parties waives any claim any Junior such Second Lien Secured Party may now or hereafter have against the First Lien Collateral Agent or any other First Lien Secured Party (or their representatives) arising out of (i) any action that actions which the First Lien Collateral Agent or any other the First Lien Secured Party takes Parties take or omits omit to take (including including, without limitation, actions with respect to (i) the creation, perfection or continuation of Liens on any Collateral, (ii) actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral, (iii) of the maintenance and preservation of any Collateral and (iv) actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by the First Lien Collateral Agent or First Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code and/or (iii) any borrowing of any Grantor as debtor-in-possession, or any related grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code.