Grantor Consent. The Borrower and the other Grantors consent to the performance by the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Collateral, of the obligations set forth in this Section 7 and acknowledge and agree that neither the New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, nor any other First Priority Secured Party with respect to such Collateral shall ever be accountable or liable (except to the extent resulting from such party’s gross negligence or willful misconduct) for any action taken or omitted by the ABL Agent or any ABL Secured Party or its or any of their officers, employees, agents successors or assigns in connection therewith or incidental thereto or in consequence thereof by the ABL Agent or any ABL Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the ABL Agent or its officers, employees, agents, successors or assigns.
Grantor Consent. The Company and the other Grantors consent to the performance by the Term Collateral Agent of the obligations set forth in this Article 4 and acknowledge and agree that neither the Term Collateral Agent (nor any holder of Term Obligations) shall ever be accountable or liable for any action taken or omitted by the ABL Collateral Agent or any ABL Secured Party or its or any of their officers, employees, agents successors or assigns in connection therewith or incidental thereto or in consequence thereof, including any improper use or disclosure of any proprietary information or other intellectual property by the ABL Collateral Agent or any ABL Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the ABL Collateral Agent or its officers, employees, agents, successors or assigns.
Grantor Consent. The Borrower and the other Grantors (a) consent to the performance by the Senior Note Secured Parties and the Junior Note Secured Parties of the obligations set forth in this Section 4 between each of them, on the one hand, and the ABL Agent, on the other hand, and (b) acknowledge and agree that they shall look to the ABL Agent (and not to any Senior Note Secured Party or any Junior Note Secured Party) for any accountability or liability in respect of any action taken or omitted by the ABL Agent or any other ABL Secured Party or its or any of their officers, employees, agents, successors or assigns in connection with or incidental to or in consequence of the aforesaid obligations under this Section 4, including any improper use or disclosure of any Intellectual Property by the ABL Agent or any other ABL Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the ABL Agent or any other ABL Secured Party or its or any of their officers, employees, agents, successors or assigns, provided that nothing in this Section 4.4 shall so limit the Borrower and the other Grantors if any Senior Note Secured Party or any Junior Note Secured Party participated in any such actions, omission, improper uses or disclosures or in causing any such damage, misuse or loss. Performance by any Senior Note Secured Party or any Junior Note Secured Party, as applicable, of the undertakings in this Section 4 will not be deemed to be participation in any such actions, omissions, improper uses or disclosures or in causing any such damage, misuse or loss referenced in the prior sentence.
Grantor Consent. Each Grantor which is not a ULC hereby consents to the security interests granted herein by each other Grantor, including any security interests in Equity Interests issued by such Grantor or Equity Interests issued by any Person in which such Grantor owns any Equity Interest. Each Grantor which is not a ULC hereby waives any rights of such Grantor to notice in connection with the grant of any Security Interests by any Grantor hereunder.
Grantor Consent. Each Grantor irrevocably consents to any assignment effected to one or more Senior Note Secured Parties or Junior Note Secured Parties pursuant to this Section 3 (so long as they meet all eligibility standards contained in all relevant Senior Note Documents or Junior Note Documents, as applicable, other than obtaining the consent of any Grantor to an assignment to the extent required by such ABL Documents and such assignment does not violate any applicable federal or state securities laws) for purposes of all Senior Note Documents or Junior Note Documents, as applicable, and hereby agrees that no further consent from such Grantor shall be required.
Grantor Consent. The Company and the other Grantors consent to the performance by the Term Agent of its obligations set forth in this Section 4 and acknowledge and agree that neither the Term Agent (nor any holder of Term Obligations) shall ever be accountable or liable for any action taken or omitted by the Revolver Agent or any Revolver Secured Party or its or any of their officers, employees, agents successors or assigns in connection therewith or incidental thereto or in consequence thereof, including any improper use or disclosure of any proprietary information or other intellectual property by the Revolver Agent or any Revolver Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the Revolver Agent or its officers, employees, agents, successors or assigns.
Grantor Consent. By their respective signatures below, the Grantors consent to this Agreement, and accept the benefits of and agree to be bound by the provisions of Sections 2.3, 3.1, 4.5, 5, 6.1 and this Section 7.13. The Company shall cause each future Grantor to execute and deliver to the Agent an instrument setting forth the same consent and agreement.
Grantor Consent. In connection with any assignments under, and as contemplated by, this Section 7, each Grantor hereby consents and agrees thereto and agrees that no further consents of any such Grantor shall be required pursuant to the terms of any Financing Document.
Grantor Consent. The Grantors consent to the performance by Term Loan Agent of the obligations set forth in Section 9.1 and acknowledge and agree that neither Term Loan Agent (nor any other Term Loan Secured Party) shall ever be accountable or liable for any action taken or omitted to be taken by ABL Agent or any other ABL Secured Party or its or any of their officers, employees, agents, successors, assigns or representatives in connection therewith or incidental thereto or in consequence thereof, except to the extent resulting from such Person’s own gross negligence or willful misconduct as determined pursuant to a final, non-appealable order of a court of competent jurisdiction.
Grantor Consent. (a) The Company and the other Grantors consent to the performance by the Pari Term Debt Agents of the obligations set forth in this Article 4 and acknowledge and agree that none of the Pari Term Debt Agents (nor any holder of Pari Term Debt Obligations) shall ever be accountable or liable for any action taken or omitted by the ABL Collateral Agent or any ABL Secured Party or its or any of their officers, employees, agents successors or assigns in connection therewith or incidental thereto or in consequence thereof, including any improper use or disclosure of any proprietary information or other intellectual property by the ABL Collateral Agent or any ABL Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the ABL Collateral Agent or its officers, employees, agents, successors or assigns, so long as such action or omission does not constitute gross negligence or willful misconduct.
