Common use of Perfection; Contesting Liens Clause in Contracts

Perfection; Contesting Liens. Each Secured Creditor shall be solely responsible for creating, perfecting and maintaining the perfection of its Lien in the Collateral in which such Secured Creditor has been or is intended to be granted a Lien, provided that pursuant to the Existing Notes Documents and New Notes Documents, the Obligors party to such agreements have agreed to be solely responsible for creating, perfecting and maintaining Liens in the Collateral which secure the Existing Note Obligations or New Notes Obligations, as the case may be. The foregoing provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Secured Creditors in respect of Collateral and shall not impose on any Secured Creditor any obligations in respect of the Disposition of Proceeds or any Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law. Each Secured Creditor agrees that it will not (a) institute, join in or support any contest of the validity, perfection, priority or enforceability of the Liens granted to, or purported to be granted to, any other Secured Creditor in the Collateral (or any property purported to be included in the Collateral), including, without limitation, any equity interests in, or any assets of, any New License Subsidiary or any proceeds thereof, or the enforceability of the Term Loan Obligations or the Revolving Credit Obligations (provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Term Loan Agent or the Revolving Agent to enforce this Agreement); or (b) prior to payment in full of the Term Loan Obligations, assert any right as an unsecured creditor or, in the case of the Existing Notes Creditors, a secured creditor, in, to or under any equity interests in, or any assets of, any New License Subsidiary or any proceeds thereof.

Perfection; Contesting Liens. Each Secured Creditor shall be solely responsible for creating, perfecting and maintaining the perfection of its Lien in the Collateral in which such Secured Creditor has been or is intended to be granted a Lien, provided that pursuant to the Existing Notes Documents and New Notes Documents, the Obligors party to such agreements have agreed to be solely responsible for creating, perfecting and maintaining Liens in the Collateral which secure the Existing Note Obligations obligations or New Notes Obligations, as the case may be. The foregoing provisions of this Agreement are intended solely to govern the respective Lien priorities as among the Secured Creditors in respect of Collateral and shall not impose on any Secured Creditor any obligations in respect of the Disposition of Proceeds or any Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law. Each Secured Creditor agrees that it will not (a) institute, join in or support any contest of the validity, perfection, priority or enforceability of the Liens granted to, or purported to be granted to, of any other Secured Creditor in the Collateral (or any property purported to be included in the Collateral), including, without limitation, any equity interests in, or any assets of, any New License Subsidiary or any proceeds thereof, or the enforceability of the Term Loan Obligations or the Revolving Credit Obligations (Obligations; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Term Loan Agent or the Revolving Agent to enforce this Agreement); or (b) prior to payment in full of the Term Loan Obligations, assert any right as an unsecured creditor or, in the case of the Existing Notes Creditors, a secured creditor, in, to or under any equity interests in, or any assets of, any New License Subsidiary or any proceeds thereof.