Authority of First Lien Collateral Agent Sample Clauses

Authority of First Lien Collateral Agent. (a) Each Grantor acknowledges that the rights and responsibilities of the First Lien Collateral Agent under this Agreement with respect to any action taken by the First Lien Collateral Agent or the exercise or non-exercise by the First Lien Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the First Lien Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the First Lien Collateral Agent and the Grantors, the First Lien Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) The First Lien Collateral Agent has been appointed to act as First Lien Collateral Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The First Lien Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. The provisions of the Credit Agreement relating to the First Lien Collateral Agent, including without limitation, the provisions relating to resignation or removal of the First Lien Collateral Agent (subject to Section 8.3(e) hereof) and the powers and duties and immunities of the First Lien Collateral Agent, are incorporated herein by this reference and shall survive any termination of the Credit Agreement.