Common use of Affiliate Activities Clause in Contracts

Affiliate Activities. The obligations of the Holders hereunder are several and no Holder shall be responsible for the obligations of any other Holder hereunder. The Issuer and each of the Guarantors hereby expressly acknowledge that certain of the Collateral Agent, Holders and/or certain Affiliates of the Fortress Investment Group (collectively, “FIG”) are, or on or after the Closing Date may become, direct or indirect owners of warrants or of Equity Interests of the Issuer or the Guarantors. Notwithstanding any common ownership and/or control between FIG, on the one hand, and the Holders and the Collateral Agent, on the other hand, (i) the Issuer and each Guarantor acknowledge and agree that: (a) FIG, on the one hand, and the Holders and the Collateral Agent, on the other hand, are separate and distinct legal entities and (b) the Holders and the Collateral Agent may exercise all the rights, privileges and benefits of the holder the Collateral Agent, or as the context may require, of any Convertible Note and enforce all remedies and other provisions hereunder and under any other Note Document without regard to the fact that FIG is an owner of warrants or of Equity Interests of a Notes Party; (ii) to the maximum extent permitted by applicable Law, (x) the Issuers and the Guarantors hereby waive and release any and all defenses, affirmative defenses, set-offs, claims, counterclaims or causes of action of any kind of nature that the Issuers and Guarantors may have against FIG or the Secured Parties relating to any Convertible Note, this Agreement or the other Note Documents, or the enforcement by FIG or the Holder or any other Secured Party of the rights and remedies hereunder and thereunder, arising by reason of the fact that FIG or any Holder or any other Secured Party is an owner of warrants or of other Equity Interests of the Issuer or any Guarantor and (y) the Issuer and each of the Guarantors waive any and all defenses, affirmative defenses, setoffs, claims counterclaims or causes of action of any kind or nature that the Issuer and any of the Guarantors may have against FIG arising by reason of the fact that FIG or any Holder or any other Secured Party holds warrants or other Equity Interests and is also acting in its capacity as the Collateral Agent and/or a Holder or other Secured Party hereunder; and (iii) the Issuer and each of the Guarantors covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against the Secured Parties in contravention of the foregoing. Anything in this Agreement or any other Note Document to the contrary notwithstanding, each Holder hereby agrees with each other Holder that no Holder shall take any action to protect or enforce its rights arising out of this Agreement or any Convertible Note or otherwise with respect to the Obligations without first obtaining the prior written consent of the Collateral Agent or Required Holders (as applicable), it being the intent of the Holders that any such action to protect or enforce rights under this Agreement and any Convertible Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of the Collateral Agents or Required Holders (as applicable).

Affiliate Activities. The obligations of the Holders hereunder are several and no Holder shall be responsible for the obligations of any other Holder hereunder. The Issuer and each of the Guarantors Borrowers hereby expressly acknowledge that certain of the Collateral Agent, Holders Lender and/or certain Affiliates of the Fortress Investment Group Lender (collectively, “FIGFortress”) are, or on or after the Closing Date may become, direct or indirect owners of warrants or of Equity Interests equity of the Issuer or the GuarantorsParent. Notwithstanding any common ownership and/or control between FIGFortress, on the one hand, and the Holders and the Collateral AgentLender, on the other hand, (i) the Issuer and each Guarantor Borrowers acknowledge and agree that: (a) FIGFortress, on the one hand, and the Holders and the Collateral AgentLender, on the other hand, are separate and distinct legal entities and (b) the Holders and the Collateral Agent Lender may exercise all the rights, privileges and benefits of the holder the Collateral Agent, or as the context may require, of any Convertible Note Term Loan and enforce all remedies and other provisions hereunder and under any other Note Loan Document without regard to the fact that FIG Fortress is an owner of warrants or of Equity Interests equity of a Notes PartyParent; (ii) to the maximum extent permitted by applicable Lawlaw, (x) the Issuers and the Guarantors Borrowers hereby waive and release any and all defenses, affirmative defenses, set-set- offs, claims, counterclaims or causes of action of any kind of nature that the Issuers and Guarantors Borrowers or any member or beneficial interest owner of either Borrower may have against FIG or the Secured Parties Lender relating to any Convertible NoteTerm Loan, this Agreement or the other Note Loan Documents, or the enforcement by FIG or the Holder or any other Secured Party Lender of the its rights and remedies hereunder and thereunder, arising by reason of the fact that FIG or any Holder or any other Secured Party Fortress is an owner of warrants or of other Equity Interests equity of the Issuer or any Guarantor Parent and (y) the Issuer and each of the Guarantors Borrowers waive any and all defenses, affirmative defenses, setoffs, claims counterclaims or causes of action of any kind or nature that the Issuer and any of the Guarantors Borrowers may have against FIG Fortress arising by reason of the fact that FIG or any Holder or any other Secured Party holds warrants or other Equity Interests and the Lender is also acting in its capacity as the Collateral Agent and/or a Holder or other Secured Party lender hereunder; and (iii) the Issuer and each of the Guarantors Borrowers covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against the Secured Parties Lender in contravention of the foregoing. Anything in this Agreement or any other Note Document to the contrary notwithstanding, each Holder hereby agrees with each other Holder that no Holder shall take any action to protect or enforce its rights arising out of this Agreement or any Convertible Note or otherwise with respect to the Obligations without first obtaining the prior written consent of the Collateral Agent or Required Holders (as applicable), it being the intent of the Holders that any such action to protect or enforce rights under this Agreement and any Convertible Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of the Collateral Agents or Required Holders (as applicable).

Affiliate Activities. The Subject to Bankruptcy Law, the obligations of the Holders Lenders hereunder are several and no Holder Lender shall be responsible for the obligations or Term Loan Commitment of any other Holder Lender hereunder. The Issuer and each of the Guarantors Loan Parties hereby expressly acknowledge that certain of the Collateral AgentAgents, Holders Lenders and/or certain Affiliates of the Fortress Investment Group (collectively, “FIG”) are, or on or after the Closing Date may become, direct or indirect owners of warrants or of Equity Interests equity of the Issuer or the Guarantorsa Loan Party. Notwithstanding any common ownership and/or control between FIG, on the one hand, and the Holders and the Collateral AgentLenders, on the other hand, (i) the Issuer and each Guarantor Loan Parties acknowledge and agree that: (a) FIG, on the one hand, and the Holders and the Collateral AgentLenders, on the other hand, are separate and distinct legal entities and (b) the Holders and the Collateral Agent Lenders may exercise all the rights, privileges and benefits of the holder the Collateral Agent, or as the context may require, of any Convertible Note Loan and enforce all remedies and other provisions hereunder and under any other Note Loan Document without regard to the fact that FIG is an owner of warrants or of Equity Interests equity of a Notes Loan Party; (ii) to the maximum extent permitted by applicable Lawlaw, (x) the Issuers and the Guarantors Loan Parties hereby waive and release any and all defenses, affirmative defenses, set-offs, claims, counterclaims or causes of action of any kind of nature that the Issuers and Guarantors Loan Parties may have against FIG or the Secured Parties Lenders relating to any Convertible NoteLoan, this Agreement or the other Note Loan Documents, or the enforcement by FIG or the Holder or any other Secured Party Lenders of the rights and remedies hereunder and thereunder, arising by reason of the fact that FIG or any Holder or any other Secured Party Lender is an owner of warrants or of other Equity Interests of the Issuer or any Guarantor a Loan Party and (y) the Issuer and each of the Guarantors Loan Parties waive any and all defenses, affirmative defenses, setoffs, claims counterclaims or causes of action of any kind or nature that the Issuer and any of the Guarantors Loan Parties may have against FIG arising by reason of the fact that FIG or any Holder or any other Secured Party Lender holds warrants or other Equity Interests and is also acting in its capacity as the Collateral Agent and/or a Holder or other Secured Party lender hereunder; and (iii) the Issuer and each of the Guarantors Loan Parties covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against the Secured Parties Lenders in contravention of the foregoing. Anything in this Agreement or any other Note Loan Document to the contrary notwithstanding, each Holder Lender hereby agrees with each other Holder Lender that no Holder Lender shall take any action to protect or enforce its rights arising out of this Agreement or any Convertible Note or otherwise with respect to the Obligations without first obtaining the prior written consent of the Collateral Agent Agents or Required Holders Requisite Lenders (as applicable), it being the intent of the Holders Lenders that any such action to protect or enforce rights under this Agreement and any Convertible Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of the Collateral Agents or Required Holders Requisite Lenders (as applicable).

Affiliate Activities. The obligations of the Holders hereunder are several and no Holder shall be responsible for the obligations of any other Holder hereunder. The Issuer and each of the Guarantors hereby expressly acknowledge that certain of the Collateral Agent, Holders and/or certain Affiliates of the Fortress Investment Group (collectively, “FIG”) are, or on or after the Closing Date may become, direct or indirect owners of warrants or of Equity Interests of the Issuer or the Guarantors. Notwithstanding any common ownership and/or control between FIG, on the one hand, and the Holders and the Collateral Agent, on the other hand, (i) the Issuer and each Guarantor acknowledge and agree that: (a) FIG, on the one hand, and the Holders and the Collateral Agent, on the other hand, are separate and distinct legal entities and (b) the Holders and the Collateral Agent may exercise all the rights, privileges and benefits of the holder the Collateral Agent, or as the context may require, of any Convertible Note and enforce all remedies and other provisions hereunder and under any other Note Document without regard to the fact that FIG is an owner of warrants or of Equity Interests of a Notes Party; (ii) to the maximum extent permitted by applicable Law, (x) the Issuers and the Guarantors hereby waive and release any and all defenses, affirmative defenses, set-offs, claims, counterclaims or causes of action of any kind of nature that the Issuers and Guarantors may have against FIG or the Secured Parties relating to any Convertible Note, this Agreement or the other Note Documents, or the enforcement by FIG or the Holder or any other Secured Party of the rights and remedies hereunder and thereunder, arising by reason of the fact that FIG or any Holder or any other Secured Party is an owner of warrants or of other Equity Interests of the Issuer or any Guarantor and (y) the Issuer and each of the Guarantors waive any and all defenses, affirmative defenses, setoffs, claims counterclaims or causes of action of any kind or nature that the Issuer and any of the Guarantors may have against FIG arising by reason of the fact that FIG or any Holder or any other Secured Party holds warrants or other Equity Interests 109 and is also acting in its capacity as the Collateral Agent and/or a Holder or other Secured Party hereunder; and (iii) the Issuer and each of the Guarantors covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against the Secured Parties in contravention of the foregoing. Anything in this Agreement or any other Note Document to the contrary notwithstanding, each Holder hereby agrees with each other Holder that no Holder shall take any action to protect or enforce its rights arising out of this Agreement or any Convertible Note or otherwise with respect to the Obligations without first obtaining the prior written consent of the Collateral Agent or Required Holders (as applicable), it being the intent of the Holders that any such action to protect or enforce rights under this Agreement and any Convertible Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of the Collateral Agents or Required Holders (as applicable).

Affiliate Activities. The obligations of the Holders Purchasers hereunder are several and no Holder Purchaser shall be responsible for the obligations of any other Holder Purchaser hereunder. The Issuer and each of the Guarantors Each Note Party hereby expressly acknowledge acknowledges that certain of the Collateral AgentAgents, Holders Purchasers and/or certain Affiliates of the Fortress Investment Group (collectively, “FIG”) Mizuho are, or on or after the Closing Date may become, direct or indirect owners of warrants or of other Equity Interests of in the Issuer or the GuarantorsIssuer. Notwithstanding any common ownership and/or control between FIGXxxxxx, on the one hand, and the Holders and the Collateral AgentPurchasers, on the other hand, (i) the Issuer each Note Party acknowledges and each Guarantor acknowledge and agree agrees that: (a) FIGXxxxxx, on the one hand, and the Holders and the Collateral AgentPurchasers, on the other hand, are separate and distinct legal entities and (b) the Holders and the Collateral Agent Purchasers may exercise all the rights, privileges and benefits of the holder the Collateral Agent, or as the context may require, of any Convertible Note and enforce all remedies and other provisions hereunder and under any other Note Transaction Document without regard to the fact that FIG Xxxxxx is an owner of warrants or of other Equity Interests of a Notes PartyInterests; (ii) to the maximum extent permitted by applicable Lawlaw, (x) each Note Party hereby waives and releases, to the Issuers and the Guarantors hereby waive and release fullest extent permitted by applicable Law, any and all defenses, affirmative defenses, set-offs, claims, counterclaims or causes of action of any kind of nature that the Issuers and Guarantors Issuer may have against FIG Xxxxxx or the Secured Parties Purchasers relating to any Convertible Note, this Agreement or the other Note Transaction Documents, or the enforcement by FIG Xxxxxx or the Holder or any other Secured Party Purchasers of the rights and remedies hereunder and thereunder, arising by reason of the fact that FIG Xxxxxx or any Holder or any other Secured Party Purchaser is an owner of warrants or of other Equity Interests of in the Issuer or any Guarantor Topco and (y) the Issuer and each of the Guarantors waive Note Party waives any and all defenses, affirmative defenses, setoffs, claims counterclaims or causes of action of any kind or nature that the Issuer and any of the Guarantors may have against FIG Xxxxxx arising by reason of the fact that FIG Mizuho or any Holder or any other Secured Party Purchaser holds warrants Warrants or other Equity Interests and is also acting in its capacity as the Collateral an Agent and/or a Holder or other Secured Party Purchaser hereunder; and (iii) the Issuer each Note Party covenants and each of the Guarantors covenant and agree agrees never to institute or cause to be instituted or continue prosecution of any suit or cause of action or proceeding of any kind or nature whatsoever against the Secured Parties Purchasers in contravention of the foregoing. Anything in this Agreement or any other Note Transaction Document to the contrary notwithstanding, each Holder Purchaser hereby agrees with each other Holder Purchaser that no Holder Purchaser shall take any action to protect or enforce its rights arising out of this Agreement or any Convertible Note or otherwise with respect to the Obligations without first obtaining the prior written consent of the Collateral Agent Agents or Required Holders Requisite Purchasers (as applicable), it being the intent of the Holders Purchasers that any such action to protect or enforce rights under this Agreement and any Convertible Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of the Collateral Agents or Required Holders Requisite Purchasers (as applicable).