Prohibition on Contesting Liens; No Marshalling. Each Second Lien Representative, for itself and on behalf of each Second Lien Secured Party represented by it, and each First Lien Representative, for itself and on behalf of each First Lien Secured Party represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or challenge, or support any other Person in contesting or challenging, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Document or any Second Lien Document, or any First Lien Obligation or any Second Lien Obligation, (ii) 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 Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be, or (iii) the relative rights and duties of the First Lien Secured Parties or the Second Lien Secured Parties granted and/or established in this Agreement or any First Lien Collateral Document or Second Lien Collateral Document as to such Liens; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Representative or any First Lien Secured Party to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1. So long as the Discharge of First Lien Obligations has not occurred, no Second Lien Representative or Second Lien Secured Party 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 Marshalling. Each of the Pari Tranche Collateral Agent, for itself and on behalf of each Pari Tranche Claimholder, and the Credit Agreement Collateral Agent, for itself and on behalf of each Credit Agreement 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 Credit Agreement Claimholders in the Credit Agreement Collateral or by or on behalf of any of the Pari Tranche Claimholders in the Pari Tranche 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 the Credit Agreement Collateral Agent or any Credit Agreement Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Credit Agreement Obligations as provided in Sections 2.1 and 3.1. Until the Discharge of Credit Agreement Obligations, neither the Pari Tranche Collateral Agent nor any Pari Tranche Claimholder will assert any marshaling, appraisal, valuation or any other similar right.
Prohibition on Contesting Liens; No Marshalling. Each of the North America ABL Agent, for itself and on behalf of each other North America ABL Claimholder and the Notes Collateral Trustee, for itself and on behalf of each Notes 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 North America ABL Claimholders in the Collateral or by or on behalf of any of the Notes Pari Passu Lien Claimholders in the 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 (i) the North America ABL Agent or any other North America ABL Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the North America ABL Obligations or the Excess North America ABL Obligations as provided in Sections 2.1(a) and 3.1 or (ii) the Notes Collateral Trustee or any other Notes Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Notes Pari Passu Lien Obligations as provided in Sections 2.1(b) and 3.2. Until the Discharge of Prior Lien Obligations, neither (x) the Notes Collateral Trustee nor any other Notes Claimholder with respect to the North America ABL Priority Collateral or (y) the North America ABL Agent nor any other North America ABL Claimholder with respect to the Notes Priority Collateral, in each case, 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 Marshalling
