Common use of Prohibition on Contesting Liens; No Marshaling Clause in Contracts

Prohibition on Contesting Liens; No Marshaling. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, and each Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior Lien Claimholders in the Senior Lien Collateral or by or on behalf of any of the Junior Lien Claimholders in the Junior Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior Lien Obligations as provided in Sections 3.1 and 4.1. Until the Discharge of Senior Lien Obligations, no Junior Lien Representative, Junior Lien Collateral Agent or Junior Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each Junior Second Lien Representative and each Junior Second Lien Collateral Agent, for itself and on behalf of each other Junior Second Lien Claimholder represented by it, and each Senior First Lien Representative and each Senior First Lien Collateral Agent, for itself and on behalf of each other Senior First Lien Claimholder represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior First Lien Claimholders in the Senior First Lien Collateral or by or on behalf of any of the Junior Second Lien Claimholders in the Junior Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior First Lien Representative, any Senior First Lien Collateral Agent or any Senior First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior First Lien Obligations as provided in Sections 3.1 2.1 and 4.13.1. Until the Discharge of Senior First Lien Obligations, no Junior Second Lien Representative, Junior Second Lien Collateral Agent or Junior Second Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each Junior Second Lien Representative and each Junior Second Lien Collateral Agent, for itself and on behalf of each other Junior Second Lien Claimholder represented by it, and each Senior First Lien Representative and each Senior First Lien Collateral Agent, for itself and on behalf of each other Senior First Lien Claimholder represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior First Lien Claimholders in the Senior First Lien Collateral or by or on behalf of any of the Junior Second Lien Claimholders in the Junior Second Lien Collateral, as the case may be, or the amount, nature or extent of the First Lien Obligations or Second Lien Obligations or the provisions of this Agreement; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior First Lien Representative, any Senior First Lien Collateral Agent or any Senior First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior First Lien Obligations as provided in Sections 3.1 2.1 and 4.13.1. Until the Discharge of Senior First Lien Obligations, no Junior Second Lien Representative, Junior Second Lien Collateral Agent or Junior Second Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each Junior of the Second Lien Representative Collateral Agents, each for itself and on behalf of each Junior other applicable Second Lien Claimholder, and the First Lien Collateral Agent, for itself and on behalf of each other Junior First Lien Claimholder represented by it, and each Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder represented by itClaimholder, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior First Lien Claimholders in the Senior First Lien Collateral or by or on behalf of any of the Junior Second Lien Claimholders in the Junior Second Lien Collateral, as the case may be, or the amount, nature or extent of the First Lien Obligations or Second Lien Obligations or the provisions of this Agreement; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien Representative, any Senior the First Lien Collateral Agent or any Senior other First Lien Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior First Lien Obligations as provided in Sections 3.1 2.1 and 4.13.1. Until the Discharge of Senior First Lien Obligations, no Junior Lien Representative, Junior neither the Second Lien Collateral Agent or Junior Agents nor any other Second Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each Junior Lien Representative and each Junior Lien of the Pari Passu Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by itABL Claimholder, and each Senior Lien Representative and each Senior Lien the Term Loan Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder represented by itTerm Loan Claimholder, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior Lien Term Loan Claimholders in the Senior Lien Term Loan Priority Collateral or by or on behalf of any of the Junior Lien ABL Claimholders in the Junior Lien Term Loan Priority Collateral, as the case may be, or the amount, nature or extent of the Term Loan Obligations or ABL Obligations or the provisions of this Agreement; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien Representative, any Senior Lien the Term Loan Collateral Agent or any Senior Lien other Term Loan Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens on the Term Loan Priority Collateral securing the Senior Lien Term Loan Obligations as provided in Sections 3.1 2.1 and 4.13.1. Until the Discharge of Senior Lien Term Loan Obligations, no Junior Lien Representative, Junior Lien neither the Pari Passu Collateral Agent or Junior Lien nor any other ABL Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each Junior Lien Representative and each Junior Lien of the Term Loan Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by itTerm Loan Claimholder, and each Senior Lien Representative and each Senior Lien the ABL Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder represented by itABL Claimholder, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior Lien ABL Claimholders in the Senior Lien ABL Priority Collateral or by or on behalf of any of the Junior Lien Term Loan Claimholders in the Junior Lien ABL Priority Collateral, as the case may be, or the amount, nature or extent of the ABL Obligations or Term Loan Obligations or the provisions of this Agreement; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien Representative, any Senior Lien the ABL Collateral Agent or any Senior Lien other ABL Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens on the ABL Priority Collateral securing the Senior Lien ABL Obligations as provided in Sections 3.1 2.1 and 4.13.1. Until the Discharge of Senior Lien ABL Obligations, no Junior Lien Representative, Junior Lien neither the Term Loan Collateral Agent or Junior Lien nor any other Term Loan Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, and each Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of each other Senior Lien Limited Secured Acquisition Claimholder represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the Senior Lien Limited Secured Acquisition Claimholders in the Senior Lien Collateral or by or on behalf of any of the Junior Lien Claimholders in the Junior Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Limited Secured Acquisition Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior Lien Limited Secured Acquisition Obligations as provided in Sections 3.1 and 4.1. Until the Discharge of Senior Lien Limited Secured Acquisition Obligations, no Junior Lien Representative, Junior Lien Collateral Agent or Junior Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.