Common use of No Duties of Senior Collateral Agents Clause in Contracts

No Duties of Senior Collateral Agents. Each Junior Obligations Secured Party acknowledges and agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duties or other obligations to such Junior Obligations Secured Party with respect to any Senior Obligations Collateral, other than to transfer to the Junior Collateral Agent any proceeds of any such Collateral that constitutes Junior Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral and the Discharge of Senior Obligations, or, if any Senior Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of Senior Obligations, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of such Senior Collateral Agent or any Senior Obligations Secured Party (it being understood that nothing herein shall prohibit any Senior Collateral Agent from transferring Collateral or proceeds of Collateral to the holders of other Senior Obligations secured by such Collateral or to another Senior Collateral Agent acting on their behalf to the extent it is required to do so under the terms of any agreement). In furtherance of the foregoing, each Junior Obligations Secured Party acknowledges and agrees that until the Discharge of Senior Obligations, the applicable Senior Collateral Agents shall be entitled, for the benefit of the holders of such Senior Obligations, to sell, transfer or otherwise dispose of or deal with such Collateral as provided herein and in the Credit Facilities Security Documents or the Designated Senior Obligations Security Documents, as the case may be, without regard to any Junior Lien or any rights to which the holders of the Junior Obligations would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, each Junior Obligations Secured Party agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duty or obligation first to xxxxxxxx or realize upon any type of Collateral (or any other collateral securing the Senior Obligations), or to sell, dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the Senior Obligations), in any manner that would maximize the return to the Junior Obligations 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 Obligations Secured Parties from such realization, sale, disposition or liquidation. Each of the Junior Obligations Secured Parties waives any claim such Junior Obligations Secured Party may now or hereafter have against any Senior Collateral Agent or other Senior Obligations Secured Party (or their representatives) arising out of (i) any actions which any Senior Collateral Agent or the Senior Obligations Secured Parties 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 Senior Obligations from any account debtor, guarantor or any other party) in accordance with the respective Senior Obligations Security Documents or any other agreement related thereto or to the collection of the Senior Obligations or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Senior Collateral Agent or Senior Obligations 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.

No Duties of Senior Collateral Agents. Each Junior Obligations Secured Party acknowledges and agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duties or other obligations to such Junior Obligations Secured Party with respect to any Senior Obligations Collateral, other than to transfer to the Junior Collateral Agent Agents any proceeds of any such Collateral that constitutes Junior 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 Senior Obligations secured thereby and the Discharge termination of any commitment to extend credit that would constitute Senior ObligationsObligations secured thereby, or, if any Senior Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of Senior 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 such Senior Collateral Agent or any Senior Obligations Secured Party (it being understood that nothing herein shall prohibit any Senior Collateral Agent from transferring Collateral or proceeds of Collateral to the holders of other Senior Obligations secured by such Collateral or to another Senior Collateral Agent acting on their behalf to the extent it is required to do so under the terms of any agreement). In furtherance of the foregoing, each Junior Obligations Secured Party acknowledges and agrees that until the Discharge of Senior ObligationsObligations secured by any Collateral shall have been paid and satisfied in full and any commitment to extend credit that would constitute Senior Obligations secured thereby shall have been terminated, the applicable Senior Collateral Agents shall be entitled, for the benefit of the holders of such Senior Obligations, to sell, transfer or otherwise dispose of or deal with such Collateral as provided herein and in the Credit Facilities Security Documents or the Designated Senior Obligations Security Documents, as the case may be, without regard to any Junior Lien or any rights to which the holders of the Junior Obligations would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, each Junior Obligations Secured Party agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duty or obligation first to xxxxxxxx or realize upon any type of Collateral (or any other collateral securing the Senior Obligations), or to sell, dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the Senior Obligations), in any manner that would maximize the return to the Junior Obligations 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 Obligations Secured Parties from such realization, sale, disposition or liquidation. Each of the Junior Obligations Secured Parties waives any claim such Junior Obligations Secured Party may now or hereafter have against any Senior Collateral Agent or other Senior Obligations Secured Party (or their representatives) arising out of (i) any actions which any Senior Collateral Agent or the Senior Obligations Secured Parties 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 Senior Obligations from any account debtor, guarantor or any other party) in accordance with the respective Senior Obligations Security Documents or any other agreement related thereto or to the collection of the Senior Obligations or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Senior Collateral Agent or Senior Obligations 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.

No Duties of Senior Collateral Agents. Each Junior Obligations Secured Party The Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder, acknowledges and agrees that no none of the Senior Collateral Agent Agents or any other Senior Obligations Secured Party Claimholder shall have any duties or other obligations to such Junior Obligations Secured Party Third Lien Claimholder with respect to any Senior Obligations Collateral, other than to transfer to the Junior Third Lien Collateral Agent any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral that constitutes Junior Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral and the Discharge of Senior Obligations, or, if any Senior Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of Senior Obligations, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of such the Senior Collateral Agent Agent, any Third Lien Collateral Agent, or any Senior Obligations Secured Party (it being understood that nothing herein shall prohibit any Senior Collateral Agent from transferring Collateral or proceeds of Collateral to the holders of other Senior Obligations secured by such Collateral or to another Senior Collateral Agent acting on their behalf to the extent it is required to do so under the terms of any agreement)Claimholder. In furtherance of the foregoing, the Third Lien Collateral Agent, for itself and on behalf of each Junior Obligations Secured Party Third Lien Claimholder acknowledges and agrees that until after the Discharge of Senior ObligationsObligations (subject to the terms of Section 4.1, including the rights of the Third Lien Claimholders following expiration of the Standstill Period), the applicable Senior Collateral Agents Agent shall be entitled, for the benefit of the holders of such Senior ObligationsClaimholders, to sell, transfer or otherwise dispose Dispose of or deal with such Collateral Collateral, as provided herein and in the Credit Facilities Security Documents or the Designated Senior Obligations Security Loan Documents, as the case may be, without regard to any Junior Lien securing the Third Lien Obligations or any rights to which the holders of the Junior Obligations Third Lien Collateral Agent or any Third Lien Claimholder would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, each Junior Obligations Secured Party Third Lien Claimholder agrees that no none of the Senior Collateral Agent Agents or any other Senior Obligations Secured Party Claimholder shall have any duty or obligation first to xxxxxxxx marshal or realize upon any type of Collateral (or any other collateral securing the Senior Obligations)Collateral, or to sell, dispose Dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the Senior Obligations)such Collateral, in any manner that would maximize the return to the Junior Obligations Secured PartiesThird Lien Claimholders, 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 Obligations Secured Parties Third Lien Claimholders from such realization, sale, disposition Disposition or liquidation. Each Following the Discharge of Senior Obligations, the Third Lien Collateral Agent and the other Third Lien Claimholders may, subject to any other agreements binding on the Third Lien Collateral Agent or such other Third Lien Claimholders, assert their rights under the UCC or otherwise to any proceeds remaining following a sale, Disposition or other liquidation of Collateral by, or on behalf of the Junior Obligations Secured Parties Third Lien Claimholders. the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder, hereby waives any claim such Junior Obligations Secured Party any Third Lien Claimholder may now or hereafter have against any the Senior Collateral Agent Agents or any other Senior Obligations Secured Party (or their representatives) Claimholder arising out of (i) any actions which any the Senior Collateral Agent Agents or the Senior Obligations Secured Parties Claimholders take or omit to take (including, without limitation, including 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 Collateral, and actions with respect to the collection of any claim for all or any part of the Senior Obligations from any account debtor, guarantor or any other party) in accordance with the respective Senior Obligations Security Documents or any other agreement related thereto or to the collection of this Agreement and the Senior Obligations Loan Documents or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Senior Collateral Agent or Senior Obligations 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.

No Duties of Senior Collateral Agents. Each Junior Obligations Secured Party The Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder, acknowledges and agrees that no none of the Senior Collateral Agent Agents or any other Senior Obligations Secured Party Claimholder shall have any duties or other obligations to such Junior Obligations Secured Party Third Lien Claimholder with respect to any Senior Obligations Collateral, other than to transfer to the Junior Third Lien Collateral Agent any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral that constitutes Junior Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral and the Discharge of Senior Obligations, or, if any Senior Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of Senior Obligations, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of such the Senior Collateral Agent Agent, any Third Lien Collateral Agent, or any Senior Obligations Secured Party (it being understood that nothing herein shall prohibit any Senior Collateral Agent from transferring Collateral or proceeds of Collateral to the holders of other Senior Obligations secured by such Collateral or to another Senior Collateral Agent acting on their behalf to the extent it is required to do so under the terms of any agreement)Claimholder. In furtherance of the foregoing, the Third Lien Collateral Agent, for itself and on behalf of each Junior Obligations Secured Party Third Lien Claimholder acknowledges and agrees that until after the Discharge of Senior ObligationsObligations (subject to the terms of Section 4.1(c)(6), including the rights of the Third Lien Claimholders following expiration of the Standstill Period), the applicable Senior Collateral Agents Agent shall be entitled, for the benefit of the holders of such Senior ObligationsClaimholders, to sell, transfer or otherwise dispose Dispose of or deal with such Collateral Collateral, as provided herein and in the Credit Facilities Security Documents or the Designated Senior Obligations Security Loan Documents, as the case may be, without regard to any Junior Lien securing the Third Lien Obligations or any rights to which the holders of the Junior Obligations Third Lien Collateral Agent or any Third Lien Claimholder would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, each Junior Obligations Secured Party Third Lien Claimholder agrees that no none of the Senior Collateral Agent Agents or any other Senior Obligations Secured Party Claimholder shall have any duty or obligation first to xxxxxxxx marshal or realize upon any type of Collateral (or any other collateral securing the Senior Obligations)Collateral, or to sell, dispose Dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the Senior Obligations)such Collateral, in any manner that would maximize the return to the Junior Obligations Secured PartiesThird Lien Claimholders, 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 Obligations Secured Parties Third Lien Claimholders from such realization, sale, disposition Disposition or liquidation. Each Following the Discharge of Senior Obligations, the Third Lien Collateral Agent and the other Third Lien Claimholders may, subject to any other agreements binding on the Third Lien Collateral Agent or such other Third Lien Claimholders, assert their rights under the UCC or otherwise to any proceeds remaining following a sale, Disposition or other liquidation of Collateral by, or on behalf of the Junior Obligations Secured Parties Third Lien Claimholders. the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder, hereby waives any claim such Junior Obligations Secured Party any Third Lien Claimholder may now or hereafter have against any the Senior Collateral Agent Agents or any other Senior Obligations Secured Party (or their representatives) Claimholder arising out of (i) any actions which any the Senior Collateral Agent Agents or the Senior Obligations Secured Parties Claimholders take or omit to take (including, without limitation, including 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 Collateral, and actions with respect to the collection of any claim for all or any part of the Senior Obligations from any account debtor, guarantor or any other party) in accordance with the respective Senior Obligations Security Documents or any other agreement related thereto or to the collection of this Agreement and the Senior Obligations Loan Documents or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Senior Collateral Agent or Senior Obligations 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.

No Duties of Senior Collateral Agents. Each Junior Obligations Secured Party acknowledges and agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duties or other obligations to such Junior Obligations Secured Party with respect to any Senior Obligations Collateral, other than to transfer to the Junior Collateral Agent Agents any proceeds of any such Collateral that constitutes Junior Obligations Collateral remaining in its possession following any sale, transfer or other disposition of such Collateral and the Discharge of Senior Obligations, or, if any Senior Collateral Agent shall be in possession of all or any part of such Collateral after the Discharge of Senior Obligations, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of such Senior Collateral Agent or any Senior Obligations Secured Party (it being understood that nothing herein shall prohibit any Senior Collateral Agent from transferring Collateral or proceeds of Collateral to the holders of other Senior Obligations secured by such Collateral or to another Senior Collateral Agent acting on their behalf to the extent it is required to do so under the terms of any agreement). In furtherance of the foregoing, each Junior Obligations Secured Party acknowledges and agrees that until the Discharge of Senior Obligations, the applicable Senior Collateral Agents shall be entitled, for the benefit of the holders of such Senior Obligations, to sell, transfer or otherwise dispose of or deal with such Collateral as provided herein and in the Credit Facilities Security Documents or the Designated Senior Obligations Security Documents, as the case may be, without regard to any Junior Lien or any rights to which the holders of the Junior Obligations would otherwise be entitled as a result of such Junior Lien. Without limiting the foregoing, each Junior Obligations Secured Party agrees that no Senior Collateral Agent or other Senior Obligations Secured Party shall have any duty or obligation first to xxxxxxxx or realize upon any type of Collateral (or any other collateral securing the Senior Obligations), or to sell, dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the Senior Obligations), in any manner that would maximize the return to the Junior Obligations 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 Obligations Secured Parties from such realization, sale, disposition or liquidation. Each of the Junior Obligations Secured Parties waives any claim such Junior Obligations Secured Party may now or hereafter have against any Senior Collateral Agent or other Senior Obligations Secured Party (or their representatives) arising out of (i) any actions which any Senior Collateral Agent or the Senior Obligations Secured Parties 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 Senior Obligations from any account debtor, guarantor or any other party) in accordance with the respective Senior Obligations Security Documents or any other agreement related thereto or to the collection of the Senior Obligations or the valuation, use, protection or release of any security for the Senior Obligations, (ii) any election by any Senior Collateral Agent or Senior Obligations 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.