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

No Duties of First Lien Collateral Agent. Each Second 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 such Second Lien Secured Party with respect to any First Lien Obligations Collateral, other than to transfer to the Second Lien Collateral Agent any proceeds 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 Discharge of First Lien 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 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 Second Lien Secured Party acknowledges and agrees that until the Discharge of First Lien Obligations shall occur, the First Lien Collateral Agent shall be entitled, for the benefit of the holders of the First Lien Obligations, to sell, transfer or otherwise dispose of or deal with such 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 Second Lien or any rights to which the holders of the Second Lien Obligations would otherwise be entitled as a result of such Second Lien. Without limiting the foregoing, each Second 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 xxxxxxxx or realize upon any type of Collateral (or any other collateral securing the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the First Lien Obligations), in any manner that would maximize the return to the Second 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 Second Lien Secured Parties from such realization, sale, disposition or liquidation. Each of the Second Lien Secured Parties waives any claim 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 actions which the First Lien Collateral Agent or the First Lien Secured Parties may take or omit to take (including, without limitation, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and 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 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. Each Second The Junior Lien Collateral Agent, for itself and on behalf of each Junior 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 Second Junior Lien Secured Party with respect to any First Lien Obligations Collateral, other than to transfer to the Second Junior 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, or, if the First Lien Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of Obligations (other than Excess 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 Second Junior Lien Secured Party acknowledges and agrees that until the Discharge of First Lien Obligations shall occur(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 holders of the First Lien ObligationsSecured Parties, 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 Second Junior Lien therein granted to the Junior Lien Secured Parties or any rights right to which the holders of the Second Junior Lien Obligations Collateral Agent or any Junior Lien Secured Party would otherwise be entitled as a result of such Second Junior Lien. Without limiting the foregoing, the Junior Lien Collateral Agent, for itself and on behalf of each Second Junior 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 xxxxxxxx marshal or realize upon any type of Collateral (or any other collateral securing the First Lien Obligations)Collateral, or to sell, dispose Dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the First Lien Obligations)such Collateral, in any manner that would maximize the return to the Second Junior 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 Second Junior Lien Secured Parties from such realization, sale, disposition Disposition or liquidation. Each The Junior Lien Collateral Agent, for itself and on behalf of the Second each Junior Lien Secured Parties Party, hereby waives any claim such Second any Junior 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 actions which action that the First Lien Collateral Agent or the any other First Lien Secured Parties may take Party takes or omit omits to take (including, without limitation, including actions with respect to (i) the creation, perfection or continuation of Liens on any Collateral, actions with respect to (ii) the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Collateral, (iii) the maintenance and preservation of the any Collateral and actions with respect to (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 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. Each Second 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 such Second Lien Secured Party with respect to any First Lien Obligations Collateral, other than to transfer to the Second Lien Collateral Agent any proceeds of any such Collateral that constitutes Second Lien Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral Collateral, the payment and satisfaction in full of the First Lien Obligations secured thereby and the Discharge termination of any commitment to extend credit that would constitute First Lien ObligationsObligations secured thereby, 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 Obligationssuch payment and satisfaction in full and termination, such Collateral or any part thereof remaining, in each 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 Second Lien Secured Party acknowledges and agrees that until the Discharge of First Lien Obligations secured by any Collateral shall occurhave been paid and satisfied in full and any commitment to extend credit that would constitute First Lien Obligations secured thereby shall have been terminated, the First Lien Collateral Agent shall be entitled, for the benefit of the holders of the First Lien Obligations, to sell, transfer or otherwise dispose of or deal with such 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 Second Lien or any rights to which the holders of the Second Lien Obligations would otherwise be entitled as a result of such Second Lien. Without limiting the foregoing, each Second 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 xxxxxxxx mxxxxxxx or realize upon any type of Collateral (or any other collateral securing the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the First Lien Obligations), in any manner that would maximize the return to the Second 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 Second Lien Secured Parties from such realization, sale, disposition or liquidation. Each of the Second Lien Secured Parties waives any claim 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 actions which the First Lien Collateral Agent or the First Lien Secured Parties may take or omit to take (including, without limitation, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and 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 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.