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

Prohibition on Contesting Liens; No Marshaling. Each of the Second Priority Collateral Agent, for itself and on behalf of each Second Priority Claimholder, and the First Priority Collateral Agent, for itself and on behalf of each First Priority 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 First Priority Claimholders in the First Priority Collateral or by or on behalf of any of the Second Priority Claimholders in the Second Priority Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to (x) prevent or impair the rights of the First Priority Collateral Agent or any First Priority Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Priority Obligations as provided in Sections 2.1 and 3.1, nor to (y) prevent or impair the rights of the Second Priority Collateral Agent to enforce this Agreement relating to Liens securing Second Priority Obligations as provided herein. Until the Discharge of First Priority DM3\8975843.1 Obligations, neither the Second Priority Collateral Agent nor any Second Priority Claimholder will assert (and the Second Priority Collateral Agent and any Second Priority Claimholder hereby waives any right to 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 of the Second Priority ABL Collateral Agent, for itself and on behalf of each Second Priority Claimholder, other ABL Claimholder represented by it and the First Priority each Fixed Asset Collateral Agent, for itself and on behalf of each First Priority Claimholder, other Fixed Asset 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 First Priority ABL Claimholders in the First Priority Collateral or by or on behalf of any of the Second Priority Fixed Asset Claimholders in the Second Priority Collateral, as the case may berespectively, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to (x) prevent or impair the rights of the First Priority (i) any ABL Collateral Agent or any First Priority ABL Claimholder or (ii) any Fixed Asset Collateral Agent or any Fixed Asset Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing (a) the First Priority ABL Obligations as provided in Sections 2.1 2.1(a), 2.1(b) and 3.1, nor to 3.1 and (yb) prevent or impair the rights of the Second Priority Collateral Agent to enforce this Agreement relating to Liens securing Second Priority Fixed Asset Obligations as provided hereinin Sections 2.1(c), 2.1(d) and 3.2. Until the Discharge of First Priority DM3\8975843.1 Prior Lien Obligations, neither (x) the Second Fixed Asset Collateral Agents nor any Fixed Asset Claimholder with respect to the ABL Priority Collateral Agent or (y) the ABL Collateral Agents nor any Second ABL Claimholder with respect to the Fixed Asset Priority Claimholder Collateral will assert (and the Second Priority Collateral Agent and any Second Priority Claimholder hereby waives any right to 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 of the Second Priority Collateral Agent, for itself and on behalf of each Second Priority ClaimholderSecured Parties, and the First Priority Collateral Agent, for itself and on behalf of each First Priority 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 First Priority Claimholders in the First Priority Collateral or by or on behalf of any of the Second Priority Claimholders Secured Parties in the Second Priority Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to (x) prevent or impair the rights of the First Priority Collateral Agent or any First Priority Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Priority Obligations as provided in Sections 2.1 and 3.1, nor to (y) prevent or impair the rights of the Second Priority Collateral Agent to enforce this Agreement relating to Liens securing Second Priority Obligations as provided herein. Until the Discharge of First Priority DM3\8975843.1 Obligations, neither the Second Priority Collateral Agent nor any Second Priority Claimholder Secured Party will assert (and the Second Priority Collateral Agent and any Second Priority Claimholder Secured Party hereby waives any right to 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 of the Second Priority Collateral Agent, for itself and on behalf of each Second Priority Claimholder, and the First Priority Collateral Agent, for itself and on behalf of each First Priority 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 First Priority Claimholders in the First Priority Collateral or by or on behalf of any of the Second Priority Claimholders in the Second Priority Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to (x) prevent or impair the rights of the First Priority Collateral Agent or any First Priority Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Priority Obligations as provided in Sections 2.1 and 3.1, nor to (y) prevent or impair the rights of the Second Priority Collateral Agent to enforce this Agreement relating to Liens securing Second Priority Obligations as provided herein. Until the Discharge of First Priority DM3\8975843.1 Obligations, neither the Second Priority Collateral Agent nor any Second Priority Claimholder will assert (and the Second Priority Collateral Agent and any Second Priority Claimholder hereby waives any right to assert) any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.