Common use of Contesting Liens or Security Interests; No Partitioning or Marshalling of Collateral; Contesting Secured Obligations Clause in Contracts

Contesting Liens or Security Interests; No Partitioning or Marshalling of Collateral; Contesting Secured Obligations. (a) Neither the Collateral Agent nor any other Secured Creditor shall contest the validity, perfection, priority or enforceability of or seek to avoid, have declared fraudulent or have put aside any lien or security interest granted to the Collateral Agent as contemplated hereby and each Secured Creditor hereby agrees to cooperate in the defense of any action contesting the validity, perfection, priority or enforceability of such liens or security interests. (b) Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, no Secured Creditor (other than the Collateral Agent) shall have the right to have any of the Collateral, or any security interest or other property being held as security for all or any part of the Secured Obligations by the Collateral Agent, partitioned, or to file a complaint or institute any proceeding at law or in equity to have any of the Collateral or any such security interest or other property partitioned (excluding the application of any cash collateral pursuant to Section 2.16(a)(ii) of the Credit Agreement as in effect on the date hereof or any analogous provision set forth in any Successor Credit Agreement with respect to any Bank that is a “Defaulting Lender” as provided therein), and each Secured Creditor hereby waives any such right. Each Secured Creditor hereby waives any and all rights to have the Collateral, or any part thereof, marshalled upon any foreclosure of any of the liens or security interests securing the Secured Obligations. (c) Neither the Collateral Agent nor any other Secured Creditor shall contest the validity or enforceability of or seek to avoid, have declared fraudulent or have set aside any Secured Obligations. In the event any Secured Obligation is invalidated, avoided, declared fraudulent or set aside for the benefit of any Loan Party, the Collateral Agent and the other Secured Creditors agree that such Secured Obligation shall nevertheless be considered to be outstanding for all purposes of this Agreement.

Contesting Liens or Security Interests; No Partitioning or Marshalling of Collateral; Contesting Secured Obligations. (a) Neither the Collateral Agent nor any other Secured Creditor Party shall contest contest, directly or indirectly, the validity, perfection, priority or enforceability of or seek to avoid, have declared fraudulent or have put set aside any lien or security interest granted to the Collateral Agent as contemplated hereby for the benefit of the Secured Parties or any Guaranty and each Secured Creditor party hereby agrees to cooperate in the defense of any action contesting the validity, perfection, priority or enforceability of such liens or security interestsinterests or Guaranties. (b) Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, no Secured Creditor (other than the Collateral Agent) Party shall have the right to have any of the Collateral, or any security interest or other property being held as security for all or any part of the Secured Obligations by the Collateral Agent, partitioned, or to file a complaint or institute any proceeding at law or in equity to have any of the Collateral or any such security interest or other property partitioned (excluding the application of any cash collateral pursuant to Section 2.16(a)(ii) of the Credit Agreement as in effect on the date hereof or any analogous provision set forth in any Successor Credit Agreement with respect to any Bank that is a “Defaulting Lender” as provided therein)partitioned, and each Secured Creditor Party hereby waives any such right. Each Secured Creditor Party hereby waives any and all rights to have the Collateral, or any part thereof, marshalled marshaled upon any foreclosure of any of the liens or security interests securing the Secured Obligations. (c) Neither the Collateral Agent nor any other Secured Creditor Party shall contest the validity or enforceability of or seek to avoid, have declared fraudulent or have set aside any Secured Obligations. In the event any Secured Obligation is invalidated, avoided, declared fraudulent or set aside for the benefit of any Loan PartyGrantor, the Collateral Agent and the other Secured Creditors Parties agree that such Secured Obligation Obligations shall nevertheless be considered to be outstanding for all purposes of this Agreement. (d) Each party hereto agrees to cooperate fully with the other parties hereto, in the exercise of its reasonable judgment, to the end that the terms and provisions of this Agreement may be promptly and fully carried out. Each party hereto also agrees, from time to time, to execute and deliver any and all other agreements, documents or instruments and to take such other actions, all as may be reasonably necessary or desirable to effectuate the terms, provisions and intent of this Agreement.

Contesting Liens or Security Interests; No Partitioning or Marshalling of Collateral; Contesting Secured Obligations. (a) Neither the Collateral Agent nor any other Secured Creditor Party shall contest the validity, perfection, priority or enforceability of or seek to avoid, have declared fraudulent or have put set aside any lien or security interest granted to the Collateral Agent as contemplated hereby for the benefit of the Secured Parties or any Guaranty and each Secured Creditor such party hereby agrees to cooperate in the defense of any action contesting the validity, perfection, priority or enforceability of such liens or security interestsinterests or Guaranties. (b) Notwithstanding anything to the contrary in this Agreement or in any Collateral Document, no Secured Creditor (other than the Collateral Agent) Party shall have the right to have any of the Collateral, or any security interest or other property being held as security for all or any part of the Secured Obligations by the Collateral Agent, partitioned, or to file a complaint or institute any proceeding at law or in equity to have any of the Collateral or any such security interest or other property partitioned (excluding the application of any cash collateral pursuant to Section 2.16(a)(ii) of the Credit Agreement as in effect on the date hereof or any analogous provision set forth in any Successor Credit Agreement with respect to any Bank that is a “Defaulting Lender” as provided therein)partitioned, and each Secured Creditor Party hereby waives any such right. Each Secured Creditor Party hereby waives any and all rights to have the Collateral, or any part thereof, marshalled marshaled upon any foreclosure of any of the liens or security interests securing the Secured Obligations. (c) Neither the Collateral Agent nor any other Secured Creditor Party shall contest contest, directly or indirectly, the validity or enforceability of or seek to avoid, have declared fraudulent or have set aside any Secured Obligations. In Obligations or join or otherwise support any Person in connection with any of the event any Secured Obligation is invalidated, avoided, declared fraudulent or set aside for the benefit of any Loan Party, the Collateral Agent and foregoing. (d) Each party hereto agrees to cooperate fully with the other Secured Creditors agree parties hereto, in the exercise of its reasonable judgment, to the end that the terms and provisions of this Agreement may be promptly and fully carried out. Each party hereto also agrees, from time to time, to execute and deliver any and all other agreements, documents or instruments and to take such Secured Obligation shall nevertheless other actions, all as may be considered reasonably necessary or desirable to be outstanding for all purposes effectuate the terms, provisions and intent of this Agreement.