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

Prohibition on Contesting Liens; No Marshaling. Each of the Third Lien Representative and Third Lien Collateral Agent, for itself and on behalf of each other Third 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 Claimholders in the Senior Collateral, or the amount, nature or extent of the Senior Obligations or the provisions of this Agreement. Each Senior Representative and each Senior Collateral Agent, for itself and on behalf of each other Senior 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 Third Lien Claimholders in the Third Lien Collateral, or the amount, nature or extent of the Third Lien Obligations or the provisions of this Agreement. The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder represented by it, agrees that it (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Liens pari passu with, or to give any Third Lien Claimholder any preference or priority relative to, any Lien securing the Senior Obligations with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations, or Senior Loan Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral permitted under this Agreement and the Senior Loan Documents by any Senior Claimholder or any Senior Collateral Agent acting on their behalf, (iv) shall have no right to (A) direct any Senior Collateral Agent or any other Senior Claimholder to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any Senior Collateral Agent or any other Senior Claimholder of any right, remedy or power with respect to any Collateral, (v) except as permitted by this Agreement, will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent or other Senior Claimholder seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any other Senior Claimholder shall be liable for, any action taken or omitted to be taken by any Senior Collateral Agent or other Senior Claimholder with respect to any Senior Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (vii) object to forbearance by any Senior Collateral Agent or any Senior Claimholder, and (viii) until the Discharge of Senior Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights with respect to Collateral a junior secured creditor may have under applicable law; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Representative, any Senior Collateral Agent or any Senior Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior Obligations as provided in Sections 3.1 and 4.1. Until the Discharge of Senior Obligations, no Third Lien Representative, Third Lien Collateral Agent or Third Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available with respect to the Collateral to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each of the Third Lien Representative and Third Lien Collateral Agent, for itself and on behalf of each other Third 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 Claimholders in the Senior Collateral, or the amount, nature or extent of the Senior Obligations or the provisions of this Agreement. Each Senior Representative and each Senior Collateral Agent, for itself and on behalf of each other Senior 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 Third Lien Claimholders in the Third Lien Collateral, or the amount, nature or extent of the Third Lien Obligations or the provisions of this Agreement. The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder represented by it, agrees that it (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Liens pari passu with, or to give any Third Lien Claimholder any preference or priority relative to, any Lien securing the Senior Obligations with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations, or Senior Loan Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral permitted under this Agreement and the Senior Loan Documents by any Senior Claimholder or any Senior Collateral Agent acting on their behalf, (iv) shall have no right to (A) direct any Senior Collateral Agent or any other Senior Claimholder to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any Senior Collateral Agent or any other Senior Claimholder of any right, remedy or power with respect to any Collateral, (v) except as permitted by this Agreement, will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent or other Senior Claimholder seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any other Senior Claimholder shall be liable for, any action taken or omitted to be taken by any Senior Collateral Agent or other Senior Claimholder with respect to any Senior Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (vii) object to forbearance by any Senior Collateral Agent or any Senior Claimholder, and (viii) until the Discharge of Senior Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights with respect to Collateral a junior secured creditor may have under applicable law; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Representative, any Senior Collateral Agent or any Senior Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior Obligations as provided in Sections 3.1 and 4.1. Until the Discharge of Senior Obligations, no Third Lien Representative, Third Lien Collateral Agent or Third Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available with respect to the Collateral to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each of the Third Second Lien Representative and Third each Second Lien Collateral Agent, for itself and on behalf of each other Third Second Lien Claimholder represented by it, and each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of each other 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 Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the amount, nature or extent of the Senior First Lien Obligations or the provisions of this Agreement. Each Senior Representative and each Senior Collateral Agent, for itself and on behalf of each other Senior 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 Third Lien Claimholders in the Third Lien Collateral, or the amount, nature or extent of the Third Second Lien Obligations or the provisions of this Agreement. The Third Second Lien Representative and the Third Second Lien Collateral Agent, for itself and on behalf of each Third Second Lien Claimholder represented by it, agrees that it (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Liens pari passu with, or to give any Third Second Lien Claimholder any preference or priority relative to, any Lien securing the Senior First Lien Obligations with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations, First Lien Obligations or Senior First Lien Loan Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral permitted under the First Lien Documents and this Agreement and the Senior Loan Documents by any Senior First Lien Claimholder or any Senior First Lien Collateral Agent acting on their behalf, (iv) shall have no right to (A) direct any Senior First Lien Collateral Agent or any other Senior First Lien Claimholder to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any Senior First Lien Collateral Agent or any other Senior First Lien Claimholder of any right, remedy or power with respect to any Collateral, (v) except as permitted by this Agreement, will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against any Senior First Lien Collateral Agent or other Senior First Lien Claimholder seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior First Lien Collateral Agent nor any other Senior First Lien Claimholder shall be liable for, any action taken or omitted to be taken by the any Senior First Lien Collateral Agent or other Senior First Lien Claimholder with respect to any Senior First Lien Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (vii) object to forbearance by any Senior First Lien Collateral Agent or any Senior First Lien Claimholder, and (viii) until the Discharge of Senior First Lien Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights with respect to Collateral a junior secured creditor may have under applicable law; 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 Third Second Lien Representative, Third Second Lien Collateral Agent or Third Second Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available with respect to the Collateral to a junior secured creditor.

Prohibition on Contesting Liens; No Marshaling. Each of the Third Lien Representative and Third Lien ABL Collateral Agent, for itself and on behalf of each other Third Lien ABL Claimholder represented by itit and each Fixed Asset Collateral Agent, for itself and on behalf of each 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 Senior ABL Claimholders in the Senior Collateral, Collateral or the amount, nature or extent of the Senior Obligations or the provisions of this Agreement. Each Senior Representative and each Senior Collateral Agent, for itself and on behalf of each other Senior 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 Third Lien Fixed Asset Claimholders in the Third Lien Collateral, or the amountrespectively, nature or extent of the Third Lien Obligations or the provisions of this Agreement. The Third Lien Representative and the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Claimholder represented by it, agrees that it (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Liens pari passu with, or to give any Third Lien Claimholder any preference or priority relative to, any Lien securing the Senior Obligations with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations, or Senior Loan Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral permitted under this Agreement and the Senior Loan Documents by any Senior Claimholder or any Senior Collateral Agent acting on their behalf, (iv) shall have no right to (A) direct any Senior Collateral Agent or any other Senior Claimholder to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any Senior Collateral Agent or any other Senior Claimholder of any right, remedy or power with respect to any Collateral, (v) except as permitted by this Agreement, will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent or other Senior Claimholder seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any other Senior Claimholder shall be liable for, any action taken or omitted to be taken by any Senior Collateral Agent or other Senior Claimholder with respect to any Senior Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (vii) object to forbearance by any Senior Collateral Agent or any Senior Claimholder, and (viii) until the Discharge of Senior Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights with respect to Collateral a junior secured creditor may have under applicable law; provided, provided that nothing in this Agreement shall be construed to prevent or impair the rights of (i) any Senior Representative, any Senior ABL Collateral Agent or any Senior 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 Senior ABL Obligations as provided in Sections 2.1(a), 2.1(b) and 3.1 and 4.1(b) the Fixed Asset Obligations as provided in Sections 2.1(c), 2.1(d) and 3.2. Until the Discharge of Senior Prior Lien Obligations, no Third Lien Representative, Third Lien neither (x) the Fixed Asset Collateral Agent Agents nor any Fixed Asset Claimholder with respect to the ABL Priority Collateral or Third Lien (y) the ABL Collateral Agents nor any ABL Claimholder with respect to the Fixed Asset Priority Collateral will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available with respect to the Collateral to a junior secured creditor.