Common use of Perfection; Contesting Liens Clause in Contracts

Perfection; Contesting Liens. Except as provided in Section 3.3 as between the First Lien Creditors and Second Lien Creditors, (a) the First Lien Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the First Lien Collateral, and (b) the Second Lien Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the Second Lien Collateral. This Agreement is intended solely to govern the respective Lien priorities as between the First Lien Creditors and the Second Lien Creditors and does not impose on the First Lien Creditors or the Second Lien Creditors any obligations in respect of the disposition of Proceeds of foreclosure on any Collateral that would conflict with a prior perfected claim in favor of another Person, an order or decree of a court or other Governmental Authority, or applicable law. Notwithstanding any other provision of this Agreement, if the First Lien Agent receives notice of the First Lien Obligations arising under Cash Management Agreements or Secured Hedge Agreements, the First Lien Agent may rely, without further inquiry, on such notice and any supporting documentation the First Lien Agent receives from the applicable Person. In the absence of such notice, the First Lien Agent will have no obligation to the Secured Party under any Cash Management Agreement or Secured Hedge Agreement, including any obligation to verify the payment of the Obligations thereunder or the provision of cash collateral in respect thereof, in each case for purposes of determining the Discharge of First Lien Obligations. The First Lien Agent and the First Lien Creditors will have no liability to any Second Lien Creditor for (and the Second Lien Agent hereby waives, on behalf of itself and the other Second Lien Secured Parties, any claim arising from) any action or inaction by a First Lien Creditor with respect to any First Lien Document, First Lien Obligations or Collateral, including (1) the maintenance, preservation, or collection of the First Lien Obligations or any Collateral, and (2) the foreclosure upon, or the sale, liquidation, maintenance, preservation, or other disposition of, any Collateral, including any such action or inaction that results in a default or event of default under the Second Lien Documents. The First Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor, and the Second Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor. The parties recognize that the interests of the First Lien Agent and the Second Lien Agent may differ, and the First Lien Agent may act in its own interest or in the interest of the First Lien Creditors without taking into account the interests of any Second Lien Creditor. The First Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a Second Lien Obligation. The Second Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a First Lien Obligation. Nothing in this Agreement shall be construed to (x) prevent or impair the rights of any Secured Creditor to enforce this Agreement, or (y) waive any default or event of default under the Second Lien Loan Documents resulting from the incurrence of First Lien Loans under the First Lien Loan Documents with a principal amount in excess of the Maximum First Lien Principal Amount.

Perfection; Contesting Liens. Except as provided in Section 3.3 as between Pursuant to the First Lien Creditors Runoff Security Agreement and Second Lien Creditorsthe other applicable Documents, (a) the First Lien Agent will Obligors shall be solely responsible for perfecting and maintaining the perfection of its the Collateral Agent's Liens on in the First Lien Collateral, and (b) the Second Lien Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the Second Lien Collateral. This Agreement Section 2 is intended solely to govern the respective Lien priorities as between among the First Lien Secured Creditors and the Second Lien Creditors and does shall not impose on the First Lien Creditors or the Second Lien Creditors any Secured Creditor any obligations in respect of the disposition Disposition or proceeds of Proceeds of foreclosure on any Collateral that would conflict with a prior perfected claim Liens therein in favor of another Person, an any other Person or any order or decree of a any court or other Governmental Authority, governmental authority or any applicable law. Notwithstanding Each Secured Creditor agrees that it will not, directly or indirectly institute or join in any contest of, or support any other Person in contesting (including, in either case, in any Insolvency Proceeding), the validity, perfection, priority or enforceability of the Liens of any of the other Secured Creditors in the Collateral or the enforceability of the First Lien Obligations, the Second Lien Obligations or the Third Lien Obligations or any provision of this Agreement, if the First Lien Agent receives notice of the First Lien Obligations arising under Cash Management Agreements or Secured Hedge Agreements, the First Lien Agent may rely, without further inquiry, on such notice and any supporting documentation the First Lien Agent receives from the applicable Person. In the absence of such notice, the First Lien Agent will have no obligation to the Secured Party under any Cash Management Agreement or Secured Hedge Agreement, including any obligation to verify the payment of the Obligations thereunder or the provision of cash collateral in respect thereof, in each case for purposes of determining the Discharge of First Lien Obligations. The First Lien Agent and the First Lien Creditors will have no liability to any Second Lien Creditor for (and the Second Lien Agent hereby waives, on behalf of itself and the other Second Lien Secured Parties, any claim arising from) any action or inaction by a First Lien Creditor with respect to any First Lien Document, First Lien Obligations or Collateral, including (1) the maintenance, preservation, or collection of the First Lien Obligations or any Collateral, and (2) the foreclosure upon, or the sale, liquidation, maintenance, preservation, or other disposition of, any Collateral, including any such action or inaction ; provided that results in a default or event of default under the Second Lien Documents. The First Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor, and the Second Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor. The parties recognize that the interests of the First Lien Agent and the Second Lien Agent may differ, and the First Lien Agent may act in its own interest or in the interest of the First Lien Creditors without taking into account the interests of any Second Lien Creditor. The First Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a Second Lien Obligation. The Second Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a First Lien Obligation. Nothing nothing in this Agreement shall be construed to (x) prevent or impair the rights of any Secured Creditor the Collateral Agent, the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent to enforce this Agreement, including the provisions hereof relating to Lien priority. Notwithstanding any failure by any of the Collateral Agent, the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent to perfect any security interests in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the Collateral Agent, the First Lien Trustee, the Second Lien Trustee or the Credit Agreement Agent, the priority and rights as between (x) the Liens of the Collateral Agent for the benefit of the First Lien Trustee, on the one hand, and the Liens of the Collateral Agent for the benefit of the Second Lien Trustee and the Credit Agreement Agent, on the other hand, and (y) waive any default or event the Liens of default under the Collateral Agent for the benefit of the First Lien Trustee and the Second Lien Loan Documents resulting from Trustee, on the incurrence of First Lien Loans under one hand, and the First Lien Loan Documents with a principal amount in excess Liens of the Maximum First Lien Principal AmountCollateral Agent for the benefit of the Credit Agreement Agent, on the other hand, in each case, shall be as set forth herein.

Perfection; Contesting Liens. Except as provided in Section 3.3 as between the First Lien Creditors and Second Lien Creditors, (a) the First Lien Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the First Lien Collateral, and (b) the Second Lien Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the Second Lien Collateral. This Agreement is intended solely to govern the respective Lien priorities as between the First Lien Creditors and the Second Lien Creditors and does not impose on the First Lien Creditors or the Second Lien Creditors any obligations in respect of the disposition of Proceeds of foreclosure on any Collateral that would conflict with a prior perfected claim in favor of another Person, an order or decree of a court or other Governmental Authority, or applicable law. Notwithstanding any other provision of this Agreement, if the First Lien Agent receives notice of the First Lien Obligations arising under Cash Management Agreements or Secured Hedge Agreements, the First Lien Agent may rely, without further inquiry, on such notice and any supporting documentation the First Lien Agent receives from the applicable Person. In the absence of such notice, the First Lien Agent will have no obligation to the any Secured Party under any Cash Management Agreement or Secured Hedge Agreement, including any obligation to verify the payment of the Obligations thereunder or the provision of cash collateral in respect thereof, in each case for purposes of determining the Discharge of First Lien Obligations. The First Lien Agent and the First Lien Creditors will have no liability to any Second Lien Creditor for (and the Second Lien Agent hereby waives, on behalf of itself and the other Second Lien Secured Parties, any claim arising from) any action or inaction by a First Lien Creditor with respect to any First Lien Document, First Lien Obligations or Collateral, including (1) the maintenance, preservation, or collection of the First Lien Obligations or any Collateral, and (2) the foreclosure upon, or the sale, liquidation, maintenance, preservation, or other disposition of, any Collateral, including any such action or inaction that results in a default or event of default under the Second Lien Documents. The First Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor, and the Second Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor. The parties recognize that the interests of the First Lien Agent and the Second Lien Agent may differ, and the First Lien Agent may act in its own interest or in the interest of the First Lien Creditors without taking into account the interests of any Second Lien Creditor. The First Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a Second Lien Obligation. The Second Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a First Lien Obligation. Nothing in this Agreement shall be construed to (x) prevent or impair the rights of any Secured Creditor to enforce this Agreement, or (y) waive any default or event of default under the Second Lien Loan Documents resulting from the incurrence of First Lien Loans under the First Lien Loan Documents with a principal amount in excess of the Maximum First Lien Principal Amount.

Perfection; Contesting Liens. (a) Except as provided in Section 3.3 as between the First Lien ABL Creditors and Second Lien Term Loan Creditors, (ai) the First Lien ABL Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the First Lien Collateral, and (bii) the Second Lien Agent Term Lender will be solely responsible for perfecting and maintaining the perfection of its Liens on the Second Lien Collateral. This Agreement is intended solely to govern the respective Lien priorities as between the First Lien ABL Creditors and the Second Lien Term Loan Creditors and does not impose on the First Lien ABL Creditors or the Second Lien Term Loan Creditors any obligations in respect of the disposition of Proceeds of foreclosure on any Collateral that would conflict with a prior perfected claim in favor of another Person, an order or decree of a court or other Governmental Authority, or applicable law. Notwithstanding any other provision of this Agreement, if the First Lien Agent receives notice of the First Lien Obligations arising under Cash Management Agreements or Secured Hedge Agreements. (b) Except for obligations expressly provided for herein, the First Lien Agent may rely, without further inquiry, on such notice and any supporting documentation the First Lien Agent receives from the applicable Person. In the absence of such notice, the First Lien Agent will have no obligation to the Secured Party under any Cash Management Agreement or Secured Hedge Agreement, including any obligation to verify the payment of the Obligations thereunder or the provision of cash collateral in respect thereof, in each case for purposes of determining the Discharge of First Lien Obligations. The First Lien ABL Agent and the First Lien ABL Creditors will have no liability to any Second Lien Term Loan Creditor for (and the Second Lien Agent Term Lender hereby waives, on behalf of itself and the other Second Lien Secured PartiesTerm Loan Creditors, any claim arising from) any action or inaction by a First Lien an ABL Creditor with respect to any First Lien ABL Document, First Lien ABL Obligations or Collateral, including (1i) the maintenance, preservation, or collection of the First Lien ABL Obligations or any Collateral, and (2ii) the foreclosure upon, or the sale, liquidation, maintenance, preservation, or other disposition of, any Collateral, including any such action or inaction that results in a default or event of default under the Second Lien Term Loan Documents. Except for obligations expressly provided for herein, the Term Lender and the Term Loan Creditors will have no liability to any ABL Creditor for (and the ABL Agent hereby waives, on behalf of itself and the other ABL Creditors, any claim arising from) any action or inaction by a Term Loan Creditor with respect to any Term Loan Document, Term Loan Obligations or Collateral, including (x) the maintenance, preservation, or collection of the Term Loan Obligations or any Collateral, and (y) the foreclosure upon, or the sale, liquidation, maintenance, preservation, or other disposition of, any Collateral permitted hereunder, including any such action or inaction that results in a default or event of default under the ABL Documents. (c) The First Lien ABL Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien ABL Creditor or any Second Lien Term Loan Creditor, and the Second Lien Agent . The Term Lender will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien ABL Creditor. The parties recognize that the interests of the First Lien ABL Agent and the Second Lien Agent Term Lender may differ, and and, except for obligations expressly provided for herein, the First Lien ABL Agent may act in its own interest or in the interest of the First Lien ABL Creditors without taking into account the interests of any Second Lien Term Loan Creditor and the Term Lender may act in its own interest or in the interest of the Term Loan Creditors without taking into account the interests of any ABL Creditor. . (d) The First Lien ABL Agent will not (and hereby waives any right to) contest, encourage or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a Second Lien ObligationTerm Loan Obligation provided, however that nothing in this Agreement shall be construed to prevent or impair the rights of ABL Agent or any Creditor to enforce the terms of this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the ABL Obligations as provided in Sections 2.1 and 3. The Second Lien Agent Term Lender will not (and hereby waives any right to) contest, encourage or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a First Lien Obligation. Nothing an ABL Obligation provided, however that nothing in this Agreement shall be construed to (x) prevent or impair the rights of Term Lender or any Secured Term Loan Creditor to enforce the terms of this Agreement, or (y) waive any default or event including the provisions of default under this Agreement relating to the Second Lien Loan Documents resulting from the incurrence of First Lien Loans under the First Lien Loan Documents with a principal amount in excess priority of the Maximum First Lien Principal AmountLiens securing the Term Loan Obligations as provided in Sections 2.1 and 3.

Perfection; Contesting Liens. Except as provided in Section 3.3 as between the First Lien Creditors and Second Lien CreditorsCreditor, (a) the First Lien Agent will be solely responsible for perfecting and maintaining the perfection of its Liens on the First Lien Collateral, and (b) the Second Lien Agent Creditor will be solely responsible for perfecting and maintaining the perfection of its Liens on the Second Lien Collateral. This Agreement is intended solely to govern the respective Lien priorities as between the First Lien Creditors and the Second Lien Creditors Creditor and does not impose on the First Lien Creditors or the Second Lien Creditors Creditor any obligations in respect of the disposition of Proceeds of foreclosure on any Collateral that would conflict with a prior perfected claim in favor of another Person, an order or decree of a court or other Governmental Authority, or applicable law. Notwithstanding any other provision of this Agreement, if the First Lien Agent receives notice of the First Lien Obligations arising under Cash Management Agreements or Secured Hedge Agreements, the First Lien Agent may rely, without further inquiry, on such notice and any supporting documentation the First Lien Agent receives from the applicable Person. In the absence of such notice, the First Lien Agent will have no obligation to the Secured Party under any Cash Management Agreement or Secured Hedge Agreement, including any obligation to verify the payment of the Obligations thereunder or the provision of cash collateral in respect thereof, in each case for purposes of determining the Discharge of First Lien Obligations. The First Lien Agent and the First Lien Creditors will have no liability to any the Second Lien Creditor for (and the Second Lien Agent Creditor hereby waives, on behalf of itself and the other Second Lien Secured Parties, waives any claim arising from) any action or inaction by a First Lien Creditor with respect to any First Lien Document, First Lien Obligations or Collateral, including (1) the maintenance, preservation, or collection of the First Lien Obligations or any Collateral, and (2) the foreclosure upon, or the sale, liquidation, maintenance, preservation, or other disposition of, any Collateral, including any such action or inaction that results in a default or event of default under the Second Lien Documents. The First Lien Agent will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any the Second Lien Creditor, and the Second Lien Agent Creditor will not have by reason of this Agreement or any other document a fiduciary relationship with any First Lien Creditor or any Second Lien Creditor. The parties recognize that the interests of the First Lien Agent and the Second Lien Agent Creditor may differ, and the First Lien Agent may act in its own interest or in the interest of the First Lien Creditors without taking into account the interests of any the Second Lien Creditor. The First Lien Agent will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a Second Lien Obligation. The Second Lien Agent Creditor will not contest, or support any Person in contesting, directly or indirectly, in any proceeding (including an Insolvency Proceeding) the validity, enforceability, perfection, characterization or priority of any Lien securing or purportedly securing a First Lien Obligation. Nothing in this Agreement shall be construed to (x) prevent or impair the rights of any Secured Creditor to enforce this Agreement, or (y) waive any default or event of default under the Second Lien Loan Transaction Documents resulting from the incurrence of First Lien Loans under the First Lien Loan Transaction Documents with a principal amount in excess of the Maximum First Lien Principal Amount.