Common use of Prohibition on Contesting Liens Clause in Contracts

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral Agents, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent or any First-Lien Authorized Representative to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Note Claimholder, the validityABL Agent, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-ABL Claimholder, and each Additional First Lien Secured Party under its First-Agent, on behalf of each Person that is a related Additional First Lien FacilityClaimholder, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the First Lien Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-First Lien Secured Parties Claimholders to secure the payment of the First Lien Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the First Lien Obligations, including the allowability or priority of the First Lien Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Notes Agent, on behalf of the Note Claimholders, or any First-Additional First Lien Authorized Representative Agent, on behalf of any Additional First Lien Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-Lien Debt DocumentsSections 2.01, 3.01, 3.02 and 6.01.

Prohibition on Contesting Liens. Each of the Junior-The Junior Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsRepresentative, for itself and on behalf of each Junior-Junior Lien Secured Party under its Junior-Lien Debt FacilityParty, agrees that (a) it shall not (and hereby waives any right to) take any action to challengecontest, contest or support any other Person in contesting or challengingcontesting, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of a Lien securing, or the allowability of any Lien securing claim asserted with respect to, any First-First Lien Obligations held (or purported to be held) by or on behalf of any First- the First Lien Collateral Agent Representative or any of the First-First Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-First Lien Collateral or Collateral and (b) none of them will oppose or otherwise contest (or support any Person contesting) any other request for judicial relief made in any court by the First Lien Representative or any First Lien Secured Party relating to the lawful enforcement of any First Priority Lien on Collateral or First Lien Collateral, and each First-. The First Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-First Lien Secured Party under its First-Lien FacilityParty, agrees that it shall not (and hereby waives any right to) contest take any action to contest, or support any other Person in contesting, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of a Lien securing, or the allowability of any Lien securing claim asserted with respect to, any Junior-Lien Junior Priority Obligations held (or purported to be held) by or on behalf of any Junior-the Junior Lien Authorized Representative, any Junior-Lien Collateral Agent Representative or any of the Junior-Junior Lien Secured Parties in Party on the Junior-Lien Collateral; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-the First Lien Collateral Agent Representative or any First-First Lien Authorized Representative Secured Parties to enforce this Agreement (including the priority of the Liens securing the First-First Lien Obligations as provided in Section 2.1) or any of the First-First Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsABL Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt FacilityABL Lender, and each Term Loan Agent, for itself and on behalf of each applicable Term Loan Lender, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding or Fraudulent Conveyance Proceeding), the validity, extent, perfection, priority or enforceability of any (a) a Lien securing any First-Lien Obligations ABL Claims held (or purported to be held) by or on behalf of any First- Lien Collateral ABL Agent or any of the First-Lien Secured Parties ABL Lenders or any First-Lien Authorized Representative or other agent agent, any holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) or trustee therefor in any First-Lien Collateral, and each First-Lien Common Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not or (and hereby waives any right tob) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any a Lien securing any Junior-Lien Obligations Term Loan Claims held (or purported to be held) by or on behalf of any Junior-Lien Authorized RepresentativeTerm Loan Lender in any Common Collateral, any Junior-Lien Collateral Agent or any of as the Junior-Lien Secured Parties in the Junior-Lien Collateralcase may be; provided provided, however, that nothing in this Agreement shall be construed (x) to prevent or impair the rights of any First-Lien Collateral an ABL Agent or any First-Lien Authorized Representative ABL Lender to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations ABL Claims as provided in Section 2.12.1 with respect to any ABL Priority Collateral) or any of the First-Lien Debt ABL Loan Documents or (y) to prevent or impair the rights of a Term Loan Agent or any Term Loan Lender to enforce this Agreement (including the priority of the Liens securing the Term Loan Claims as provided in Section 2.1 with respect to any Term Loan Priority Collateral) or any of the Term Loan Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsSecond Priority Agent, for itself and on behalf of each Junior-Second Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Claimholder, the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized RepresentativeAgent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityIndenture Claimholder, and the Super Priority Agent, for itself and on behalf of each Super Priority Claimholder, agrees that it shall will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity, extent, perfection, priority validity or enforceability of any Super Priority Collateral Document, Collateral Document or Second Lien securing Collateral Document or any Junior-obligation thereunder, (ii) the perfection, priority, validity or enforceability of a Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representativeof the Super Priority Claimholders in the Super Priority Collateral, any Junior-Lien Collateral Agent by or on behalf of any of the Junior-Lien Secured Parties Indenture Claimholders in the Junior-Indenture 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 provisions of this Agreement, or (iii) the relative rights and duties of the holders of Super Priority Obligations, Indenture Obligations or Second Lien Obligations granted and/or established pursuant to this Agreement, any Super Priority Collateral Document, any Collateral Document or any Second Lien Collateral Document; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral the Super Priority Agent or any First-Lien Authorized Representative Super Priority Claimholder to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Super Priority Obligations as provided in Section 2.1) Sections 2.1 and 3.1; provided, further, that after the Discharge of Super Priority Obligations occurs, nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent or any Indenture Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the First-Lien Debt DocumentsLiens securing the Indenture Obligations as provided in Sections 2.1 and 3.1.

Prohibition on Contesting Liens. Each of the Junior-Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Authorized Representatives Convertible Notes, and each of the Junior-Priority Lien Representative and each Priority Lien Collateral AgentsAgent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-holder of Priority Lien Debt Facilityrepresented by it, agrees will agree that it shall will not (and hereby waives any will waive the right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency insolvency or Liquidation Proceedingliquidation proceeding), the priority, validity, extent, perfection, priority extent or enforceability of any a Lien securing any Junior-Lien Obligations held (held, or purported to be held) , by or on behalf of any Junior-holder of Priority Lien Authorized RepresentativeDebt in the Collateral or by or on behalf of any holder of Parity Lien Debt in the Collateral, as the case may be, or the provisions of the Intercreditor Agreement. Each of the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, will agree 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 holder of the New Second Lien Convertible Notes any preference or priority relative to, any Junior-Lien securing the Priority 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 Priority Lien Obligations or Priority Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of the Intercreditor 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 Priority Lien Documents and the Intercreditor Agreement by any Priority Lien Secured Party or the Priority Lien Collateral Agent acting on their behalf, (iv) shall have no right to (A) direct the Priority Lien Collateral Agent or any other holder of Priority Lien Debt to exercise any right, remedy or power with respect to any Collateral or (B) consent to the Junior-Lien Secured Parties in exercise by the Junior-Lien Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Lien Collateral Agent or any First-holder of Priority Lien Authorized Representative Debt of any right, remedy or power with respect to enforce this Agreement any Collateral, (including v) except as permitted by the priority Intercreditor Agreement, will not institute any suit or assert in any suit or insolvency or liquidation proceeding any claim against the Priority Lien Collateral Agent or other holder of Priority Lien Debt seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the Priority Lien Collateral Agent nor holder of Priority Lien Debt shall be liable for, any action taken or omitted to be taken by the Priority Lien Collateral Agent or other holder of Priority Lien Debt with respect to any Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the Liens securing Intercreditor Agreement, (vii) will not object to forbearance by the First-Priority Lien Obligations as provided in Section 2.1) Collateral Agent or any holder of Priority Lien Debt, and (viii) until the First-Discharge of Priority Lien Debt DocumentsObligations, will not assert, and will waive, 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 a junior secured creditor may have under applicable law.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each Collateral Agent (on behalf of the Junior-Second Lien Collateral AgentsSecured Parties), the Second Lien Administrative Agent, for itself and on behalf of each Junior-the Second Lien Secured Party under its Junior-Parties, the Collateral Agent (on behalf of the Third Lien Debt FacilitySecured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, agrees that it shall will not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority (up to the First Lien Cap), validity, extent, perfection, priority extent or enforceability of any a First Lien securing any Junior-Lien Obligations held (held, or purported to be held) , by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-First Lien Secured Parties in the Junior-Lien Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien the Collateral Agent or any First-(on behalf of the Second Lien Authorized Representative Secured Parties), the Second Lien Administrative Agent, for itself and on behalf of the Second Lien Secured Parties, the Collateral Agent (on behalf of the Third Lien Secured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, to enforce this Agreement Agreement. Each of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Third Lien Secured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, 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 (up to the Second Lien Cap), validity, perfection, extent or enforceability of the Liens securing the First-a Second Lien Obligations as provided in Section 2.1) held, or purported to be held, by or on behalf of any of the First-Second Lien Debt DocumentsSecured Parties in the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Third Lien Secured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, to enforce this Agreement. Each of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Second Lien Secured Parties) and the Second Lien Administrative Agent, for itself and on behalf of the Second Lien Secured Parties, 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 (up to the Third Lien Cap), validity, perfection, extent or enforceability of a Third Lien held, or purported to be held, by or on behalf of any of the Third Lien Secured Parties in the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Second Lien Secured Parties) and the Second Lien Administrative Agent, for itself and on behalf of the Second Lien Secured Parties, to enforce this Agreement.

Prohibition on Contesting Liens. Each of (a) the Junior-Second Lien Authorized Representatives Collateral Agent and each of the Junior-Second Lien Collateral Agents, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, Claimholder agrees that it shall not (not, and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challengingcontest, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including including, without limitation, any Insolvency or Liquidation Proceeding), the validitypriority, extent, perfection, priority validity or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-the First Lien Collateral Agent or First Lien Claimholders in the Common Collateral, and (b) the First Lien Collateral Agent and each First Lien Claimholder agrees that it shall not, and hereby waives any right to, contest, or support any other Person in contesting, in any proceeding (including, without limitation, any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of any Lien held by the Second Lien Collateral Agent or Second Lien Claimholders in the Non-Common Collateral. Each of the Junior-First Lien Secured Parties Collateral Agent and each First Lien Claimholder (by its acceptance of the benefits of the Laurus Security Agreement and the Ancillary Agreements) agrees that it shall not, and hereby waives any right to, contest, or support any other Person in contesting, in any proceeding (including, without limitation, any Insolvency or Liquidation Proceeding), the priority, validity or enforceability of any Lien held by the Second Lien Collateral Agent and/or the Second Lien Claimholders in the Junior-Lien Common Collateral; provided that nothing in this Agreement Section 2.2 shall not be construed to prevent or impair the rights of any First-the First Lien Collateral Agent or any First-First Lien Authorized Representative Claimholders to enforce this Agreement (Agreement, including without limitation, the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any 2.1 and the exercise of the First-Lien Debt Documents.remedies in Section 3.1

Prohibition on Contesting Liens. Each of the Junior-The Junior Lien Authorized Representatives Collateral Agent and each of the Junior-other Junior Lien Collateral AgentsRepresentative, for itself and on behalf of each Junior-applicable Junior Lien Secured Party under its Junior-Party, agrees that (a) it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority or enforceability of a Lien Debt Facilitysecuring any First Lien Obligations held (or purported to be held) by or on behalf of the First Lien Collateral Agent or any of the First Lien Secured Parties or any agent or trustee therefor in any First Lien Collateral or Common Collateral and (b) none of them will oppose or otherwise contest (or support any Person contesting) any other request for judicial relief made in any court by the First Lien Collateral Agent or any First Lien Secured Parties relating to the lawful enforcement of any First Priority Lien on Common Collateral or First Lien Collateral. The First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any a Lien securing any First-Junior Lien Obligations held (or purported to be held) by or on behalf of any First- the Junior Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Junior Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), on the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Common Collateral; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-the First Lien Collateral Agent or any First-First Lien Authorized Representative Secured Parties to enforce this Agreement (including the priority of the Liens securing the First-First Lien Obligations as provided in Section 2.1) or any of the First-First Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNotes Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens in favor of the other Agents to secure the ABL Obligations, the Notes Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Notes Claimholders to secure the payment of the Notes Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Notes Obligations, including the allowability or priority of the ABL Obligations or the Notes Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders or any First-Lien Authorized Representative the Notes Agent, on behalf of the Notes Claimholders to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral Agents, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- First-Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent or any First-Lien Authorized Representative to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsInitial Term Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt FacilityTerm Claimholder, agrees that it shall not (and hereby waives any right to) take any action to challengeeach Additional Pari Passu Term Agent, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateralrelevant Term Claimholders, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien ABL Claimholder, the Initial Junior Secured Party Notes Agent, on behalf of each Junior Secured Notes Claimholder under its First-Lien Facilitythe Junior Secured Notes Indenture, and each Additional Pari Passu Junior Secured Notes Agent, on behalf of the relevant Junior Secured Notes Claimholders pursuant to the terms thereof, and any other Agent on behalf of each applicable Claimholder, consents (except as otherwise set forth in Section 2.3) to the granting of Liens in favor of the other Agents to secure the ABL Obligations, the Term Obligations and the Junior Secured Notes Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representativeof the ABL Claimholders to secure the payment of the ABL Obligations, any Junior-Lien Collateral Agent of the Term Claimholders to secure the payment of the Term Obligations or any of the Junior-Lien Junior Secured Parties Notes Claimholders to secure the payment of the Junior Secured Notes Claimholders, (b) the priority, validity or enforceability of the ABL Obligations, the Term Obligations or the Junior Secured Notes Obligations, including the allowability or priority of the ABL Obligations, the Term Obligations or the Junior Secured Notes Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Term Agent, on behalf of the Term Claimholders, or any First-Lien Authorized Representative the Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsRevolving Facility Agent, for itself and on behalf of each Junior-Lien other Revolving Facility Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Party, the validity, extent, perfection, priority or enforceability of any First Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized RepresentativeSecurity Agent, for itself and on behalf of each First-other First Lien Secured Party under its First-and, if any Additional Second Lien FacilityObligations have been issued, the Second Lien Security Agent, for itself and on behalf of each other Second Lien Secured Party agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the priority, validity, extent, perfection, priority perfection or enforceability of any a Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-of the First Lien Authorized RepresentativeSecured Parties, the Second Lien Secured Parties or the Revolving Facility Secured Parties in either the Notes Priority Collateral or the Revolving Facility Priority Collateral, as the case may be, (ii) the validity or enforceability of any Revolving Facility Security Document (or any Revolving Facility Obligations thereunder), any Junior-First Lien Collateral Agent Security Document (or any First Lien Obligations thereunder) or any Second Lien Security Document (or any Second Lien Obligations thereunder), or (iii) the relative rights and duties of the holders of any of the Junior-Revolving Facility Obligations, the First Lien Secured Parties Obligations and the Second Lien Obligations granted and/or established in the Junior-Lien Collateralthis Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent of the Security Agents or any First-Lien Authorized Representative other Secured Party to enforce this Agreement (Agreement, including the priority of the Liens on the Notes Priority Collateral or the Revolving Facility Priority Collateral, as the case may be, securing any of the First-First Lien Obligations, the Second Lien Obligations and the Revolving Facility Obligations as provided in Section 2.1) or any of the First-Lien Debt Documents2(a).

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsThe ABL Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt FacilityABL Lender, and each Term Loan Agent, for itself and on behalf of each applicable Term Loan Lender, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding or Fraudulent Conveyance Proceeding), the validity, extent, perfection, priority or enforceability of any (a) a Lien securing any First-ABL Claims held (or purported to be held) by or on behalf of the ABL Agent or any of the ABL Lenders or any agent, any hypothecary representative (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec) or trustee, receiver, interim receiver or similar Person therefor in any Common Collateral or (b) a Lien Obligations securing any Term Loan Claims held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor Term Loan Lender in any First-Lien Common Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representativeas the case may be; provided, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facilityhowever, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Collateral; provided that nothing in this Agreement shall be construed (x) to prevent or impair the rights of any First-Lien Collateral the ABL Agent or any First-Lien Authorized Representative ABL Lender to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations ABL Claims as provided in Section 2.12.1 with respect to any ABL Priority Collateral) or any of the First-Lien Debt ABL Loan Documents or (y) to prevent or impair the rights of a Term Loan Agent or any Term Loan Lender to enforce this Agreement (including the priority of the Liens securing the Term Loan Claims as provided in Section 2.1 with respect to any Term Loan Priority Collateral) or any of the Term Loan Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral respective Notes Agents, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateraltheir respective Notes Claimholders, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens in favor of each of the others to secure the ABL Obligations and the Notes Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Notes Claimholders to secure the payment of any of the Notes Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Notes Obligations, including the allowability or priority of the Notes Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, or any First-Lien Authorized Representative of the Notes Agents, on behalf of their respective Notes Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsThe ABL Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt FacilityABL Lender, and the Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each applicable Term Loan/Cash Flow Revolver Lender, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any (a) a Lien securing any First-Lien Obligations ABL Claims held (or purported to be held) by or on behalf of any First- Lien Collateral the ABL Agent or any of the First-Lien Secured Parties ABL Lender or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Common Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not or (and hereby waives any right tob) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any a Lien securing any Junior-Lien Obligations Term Loan/Cash Flow Revolver Claims held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral the Term Loan/Cash Flow Revolver Agent or any of Term Loan/Cash Flow Revolver Lender in any Common Collateral, as the Junior-Lien Secured Parties in the Junior-Lien Collateralcase may be; provided provided, however, that nothing in this Agreement shall be construed (x) to prevent or impair the rights of any First-Lien Collateral the ABL Agent or any First-Lien Authorized Representative ABL Lender to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations ABL Claims as provided in Section 2.12.1 with respect to any ABL Facility First Priority Collateral) or any of the First-Lien Debt ABL Loan Documents or (y) to prevent or impair the rights of the Term Loan/Cash Flow Revolver Agent or any Term Loan/Cash Flow Revolver Lender to enforce this Agreement (including the priority of the Liens securing the Term Loan/Cash Flow Revolver Claims as provided in Section 2.1 with respect to any Term/Cash Flow Revolver Facility First Priority Collateral) or any of the Term Loan/Cash Flow Revolver Loan Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsRevolving Loan Agent, for itself and on behalf of each Junior-Lien the other Revolving Loan Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Parties, the validity, extent, perfection, priority or enforceability of any First Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized RepresentativeTerm Loan Agent, for itself and on behalf of each First-the other First Lien Term Loan Secured Party under its First-Lien FacilityParties, and the Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority priority, validity or enforceability of any a Lien securing any Junior-Lien Obligations held (held, or purported to be held) , by or for the benefit or on behalf of any Junior-Revolving Loan Secured Party in any Collateral, by or on behalf, of any First Lien Authorized RepresentativeTerm Loan Secured Party in any Collateral, or by, for the benefit or on behalf of any Junior-Lien Collateral Agent or Incremental Term Loan Secured Party in any of Collateral, as the Junior-Lien Secured Parties in the Junior-Lien Collateralcase may be; provided that provided, that, nothing in this Agreement shall be construed to prevent or impair the rights of any First-Revolving Loan Secured Party, First Lien Collateral Agent Term Loan Secured Party or any First-Lien Authorized Representative Incremental Term Loan Secured Party to enforce this Agreement Agreement. Notwithstanding anything to the contrary set forth in this Section 2 or any other provision of this Agreement, except for the limited agreements pursuant to Section 5, (including the priority i) none of the Revolving Loan Agent or the Revolving Loan Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens securing with respect to any Collateral for the First-Lien Obligations as provided in Section 2.1) or any benefit of the First-First Lien Debt DocumentsTerm Loan Agent, the First Lien Term Loan Secured Parties, the Incremental Term Loan Agent or the Incremental Term Loan Secured Parties; (ii) none of the First Lien Term Loan Agent or the First Lien Term Loan Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to any Collateral for the benefit of the Revolving Loan Agent, the Revolving Loan Secured Parties, the Incremental Term Loan Agent or the Incremental Term Loan Secured Parties; and (iii) none of the Incremental Term Loan Agent or Incremental Term Loan Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to any Collateral for the benefit of the First Lien Term Loan Agent, the First Lien Term Loan Secured Parties, the Revolving Loan Agent or the Revolving Loan Secured Parties. None of the foregoing shall be construed as an acknowledgement or agreement that any Agent shall be responsible for perfecting or maintaining the perfection of Liens with respect to any Collateral for the benefit of its respective Secured Parties to the extent that such obligation would not otherwise exist.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsSecond Priority Representatives, for itself and on behalf of each Junior-Lien Secured Second Priority Debt Party under its Junior-Lien Second Priority Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Senior Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent Senior Representative or any of the Junior-other Senior Secured Parties or other agent or trustee therefor in any Senior Collateral, (ii) the relative rights and duties of the holders of the Senior Obligations and the Second Priority Debt Obligations granted and/or established in this Agreement or any other Collateral Document with respect to such Liens or (iii) the validity, extent, perfection, priority or enforceability of any Lien securing any Second Priority Debt Obligations held (or purported to be held) by or on behalf of any Second Priority Representative or any of the other Second Priority Debt Parties or other agent or trustee therefor in any Second Priority Collateral, and each Senior Representative, for itself and on behalf of each Senior Secured Party under its Senior Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity, extent, perfection, priority or enforceability of any Lien securing any Second Priority Debt Obligations held (or purported to be held) by or on behalf of any of any Second Priority Representative or any of the Second Priority Debt Parties in the Junior-Lien Collateral; provided that nothing Second Priority Collateral or (ii) the relative rights and duties of the holders of the Senior Obligations and the Second Priority Debt Obligations granted and/or established in this Agreement or any other Collateral Document with respect to such Liens, in each case, except to the extent such rights and duties are subject to the terms of this Agreement. Notwithstanding the foregoing, no provisions in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent or any First-Lien Authorized Senior Representative to enforce this Agreement (including the priority of the Liens Lien securing the First-Lien Senior Obligations as provided in Section 2.12.01) or any of the First-Lien Senior Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Second Lien Authorized Representatives Collateral Agent and each of the Junior-Lien Collateral Agents, for itself and on behalf of each Junior-Second Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and it hereby waives any right to) directly or indirectly take any action to challenge, contest or support at any other Person in contesting or challenging, directly or indirectly, in any proceeding time (including in any Insolvency or Liquidation Proceeding)) to contest or challenge, or support or join in any contest or challenge to, the validity, legality, extent, perfectionenforceability, perfection or priority or enforceability of any of the First Lien securing Claims, any First-of the documents or instruments evidencing such First Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent Claims or any of the First-Liens of First Lien Secured Parties Collateral Agent on any of the Collateral or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateralon the collateral pledged pursuant to the Holdings Pledge Agreement. Except as otherwise contemplated herein, and each First-First Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-First Lien Secured Party under its First-Lien Facility, agrees that it shall not (and it hereby waives any right to) contest directly or support indirectly take any other Person in contesting, in action at any proceeding time (including in any Insolvency or Liquidation Proceeding)) to contest or challenge, or support or join in any contest or challenge to, the validity, legality, extent, perfection, priority enforceability or enforceability perfection of any of the Second Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized RepresentativeClaims, any Junior-of the documents or instruments evidencing such Second Lien Collateral Agent Claims or any of the Junior-Liens of any Second Lien Secured Parties in Collateral Agent on any of the Junior-Lien Collateral; provided that that, nothing in this Agreement shall be construed to prevent or impair the rights of any First-First Lien Collateral Agent or any First-Lien Authorized Representative Secured Party to enforce this Agreement (including and the priority relative priorities of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-First Lien Debt DocumentsSecured Parties and the Liens of the Second Lien Secured Parties provided hereunder.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNote Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNote Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe Bank Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityBank Claimholder, consents to the granting of Liens in favor of the other to secure the Bank Obligations and the Note Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the Bank Claimholders to secure the payment of the Bank Obligations or any of the Junior-Lien Secured Parties Note Claimholders to secure the payment of the Note Obligations, (b) the priority, validity or enforceability of the Bank Obligations or the Note Obligations, including the allowability or priority of the Note Obligations or the Bank Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the Bank Agent, on behalf of the Bank Claimholders, or any First-Lien Authorized Representative the Note Agent, on behalf of the Note Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents., 3.1 and

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral Agents, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Xxxxxxxxxxx Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent or any First-Lien Authorized Representative to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the JuniorThird-Lien Collateral AgentsAgent, for itself and on behalf of each JuniorThird-Lien Secured Party under its JuniorCreditor, the Second-Lien Debt FacilityCollateral Agent, agrees that it shall not (for itself and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- each Second-Lien Collateral Agent or any of Creditor, and the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized RepresentativeAgent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityCreditor, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including including, without limitation, any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Security Document or any Obligation thereunder, (ii) the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held the Liens, mortgages, assignments and security interests granted (or purported to be heldgranted) by pursuant to the Security Documents with respect to the First-Lien Obligations, the Second-Lien Obligations or the Third-Lien Obligations, (iii) in the case of the Third-Lien Collateral Agent, for itself and on behalf of any Junioreach Third-Lien Authorized RepresentativeCreditors, any Junioronly, the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted (or purported to be granted) pursuant to the Security Documents with respect to the Second-Lien Collateral Agent Obligations, or (iv) the relative rights and duties of the holders of the First-Lien Obligations, the Second-Lien Obligations and the Third-Lien Obligations granted and/or established in this Agreement or any other Security Document (to the extent not inconsistent with the terms of the Junior-Lien Secured Parties in the Junior-Lien Collateralthis Agreement) with respect to such Liens, mortgages, assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent or any First-Lien Authorized Representative other Creditor to enforce this Agreement (Agreement, including the priority of the Liens securing the First-Lien respective Obligations as provided in Section 2.1) or any of the First-Lien Debt Documents3.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral Term Agents, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facilityapplicable Term Claimholder and the ABL Agent, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens in favor of the other Agents to secure the ABL Obligations and the Term Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Term Claimholders to secure the payment of the Term Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Term Obligations, including the allowability or priority of the ABL Obligations or the Term Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, or any First-Lien Authorized Representative the Term Agents, on behalf of the applicable Term Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Permitted Third Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsRepresentative, for itself and on behalf of each Junior-the Permitted Third Lien Secured Party under its Junior-Parties it represents, the Second Lien Debt FacilityAgent, for itself and on behalf of the Second Lien Secured Parties, and each First Lien Agent, for itself and on behalf of the First Lien Secured Parties it represents, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any (a) a Lien securing any First-First Lien Obligations (or portions thereof) held (or purported to be held) by or on behalf of any of the First Lien Secured Parties or any agent or trustee therefor in any Collateral or any other Lien, collateral or security in respect of any First Lien Obligations (or portions thereof), (b) a Lien securing any Second Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Second Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person Lien, collateral or security in contestingrespect of the Second Lien Obligations, in any proceeding as the case may be, or (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any c) a Lien securing any Junior-Permitted Third Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Permitted Third Lien Secured Parties or any agent or trustee therefor in any Collateral or any other Lien, collateral or security in respect of any Permitted Third Lien Obligations, as the Junior-Lien Collateralcase may be; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of (i) any First-First Lien Collateral Agent or any First-other First Lien Authorized Representative Secured Party to enforce this Agreement (including the priority of the Liens securing the First-Lien Obligations as provided provisions set forth in Section 2.12.1 or the provisions for exercise of remedies) or any of the First-First Lien Debt Documents, or (ii) the Second Lien Agent or any other Second Lien Secured Party to enforce this Agreement (including the priority of Lien provisions set forth in Section 2.1 or the provisions for exercise of remedies) or any of the Second Lien Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each Collateral Agent (on behalf of the Junior-Second Lien Collateral AgentsSecured Parties), the Second Lien Administrative Agent, for itself and on behalf of each Junior-the Second Lien Secured Party under its Junior-Parties, the Collateral Agent (on behalf of the Third Lien Debt FacilitySecured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, agrees that it shall will not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, extent, perfection, priority extent or enforceability of any a First Lien securing any Junior-Lien Obligations held (held, or purported to be held) , by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-First Lien Secured Parties in the Junior-Collateral (up to the First Lien CollateralCap), or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien the Collateral Agent or any First-(on behalf of the Second Lien Authorized Representative Secured Parties), the Second Lien Administrative Agent, for itself and on behalf of the Second Lien Secured Parties, the Collateral Agent (on behalf of the Third Lien Secured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, to enforce this Agreement Agreement. Each of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Third Lien Secured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, 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 priority, validity, perfection, extent or enforceability of the Liens securing the First-a Second Lien Obligations as provided in Section 2.1) held, or purported to be held, by or on behalf of any of the First-Second Lien Debt DocumentsSecured Parties in the Collateral (up to the Second Lien Cap), or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Third Lien Secured Parties) and the Trustee, for itself and on behalf of the Third Lien Secured Parties, to enforce this Agreement. Each of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Second Lien Secured Parties) and the Second Lien Administrative Agent, for itself and on behalf of the Second Lien Secured Parties, 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 Third Lien held, or purported to be held, by or on behalf of any of the Third Lien Secured Parties in the Collateral (up to the Third Lien Cap), or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent (on behalf of the First Lien Secured Parties), each First Lien Representative, for itself and on behalf of the First Lien Secured Parties represented by it, the Collateral Agent (on behalf of the Second Lien Secured Parties) and the Second Lien Administrative Agent, for itself and on behalf of the Second Lien Secured Parties, to enforce this Agreement.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsSenior Secured Notes Agent, for itself and on behalf of each Junior-Lien Senior Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNotes Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien ABL Claimholder, consents to the granting of Liens in favor of the other Agents to secure the ABL Obligations and the Senior Secured Party under its First-Lien FacilityNotes Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Senior Secured Parties Notes Claimholders to secure the payment of the Senior Secured Notes Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Senior Secured Notes Obligations, including the allowability or priority of the ABL Obligations or the Senior Secured Notes Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of, or the priorities, rights or duties established by, the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, or any First-Lien Authorized Representative to enforce the Senior Secured Notes Agent, on behalf of the Senior Secured Notes Claimholders, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-The Junior Lien Authorized Representatives Collateral Agent and each of the Junior-other Junior Lien Collateral AgentsRepresentative, for itself and on behalf of each Junior-applicable Junior Lien Secured Party under its Junior-Party, agrees that (a) it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority or enforceability of a Lien Debt Facilitysecuring any First Lien Obligations held (or purported to be held) by or on behalf of the First Lien Collateral Agent or any of the First Lien Secured Parties or any agent or trustee therefor in any First Lien Collateral or Common Collateral and (b) none of them will oppose or otherwise contest (or support any Person contesting) any other request for judicial relief made in any court by the First Lien Collateral Agent or any First Lien Secured Parties relating to the lawful enforcement of any First Priority Lien on Common Collateral or First Lien Collateral. The First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any a Lien securing any First-Junior Lien Obligations held (or purported to be held) by or on behalf of any First- the Junior Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Junior Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Common Collateral; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-the First Lien Collateral Agent or any First-First Lien Authorized Representative Secured Parties to enforce this Agreement (including the priority of the Liens securing the First-First Lien Obligations as provided in Section 2.1) or any of the First-First Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien ABL Facility Collateral AgentsAgent, for itself and on behalf of each Junior-Lien other ABL Facility Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Party, the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Term Loan Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized RepresentativeAgent, for itself and on behalf of each First-Lien other Term Loan Secured Party under its First-Lien Facilityand each Junior Priority Collateral Agent, for itself and on behalf of each other Junior Priority Secured Party agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the priority, validity, extent, perfection, priority perfection or enforceability of any a Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Term Loan Secured Parties, the Junior Priority Secured Parties or the ABL Facility Secured Parties in either the Junior-Lien Term Loan Priority Collateral or the ABL Facility Priority Collateral, as the case may be, (ii) the validity or enforceability of any ABL Facility Security Document (or any ABL Facility Obligations thereunder), any Term Loan Security Document (or any Term Loan Obligations thereunder) or any Junior Priority Security Document (or any Junior Priority Obligations thereunder), or (iii) the relative rights and duties of the holders of the ABL Facility Obligations, the Term Loan Obligations and the Junior Priority Obligations granted and/or established in this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien of the Collateral Agent Agents or any First-Lien Authorized Representative Secured Party to enforce this Agreement (Agreement, including the priority of the Liens on the Term Loan Priority Collateral or the ABL Facility Priority Collateral, as the case may be, securing the First-Lien Term Loan Obligations, the Junior Priority Obligations and the ABL Facility Obligations as provided in Section 2.1) or any of the First-Lien Debt Documents2(a).

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNote Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNote Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe Bank Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityBank Claimholder, consents to the granting of Liens in favor of the other to secure the Bank Obligations and the Note Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the Bank Claimholders to secure the payment of the Bank Obligations or any of the Junior-Lien Secured Parties Note Claimholders to secure the payment of the Note Obligations, (b) the priority, validity or enforceability of the Bank Obligations or the Note Obligations, including the allowability or priority of the Note Obligations or the Bank Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the Bank Agent, on behalf of the Bank Claimholders, or any First-Lien Authorized Representative the Note Agent, on behalf of the Note Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1 and 3.2.

Prohibition on Contesting Liens. Each of the Junior-The Junior Lien Authorized Representatives Collateral Agent and each of the Junior-other Junior Lien Collateral AgentsRepresentative, for itself and on behalf of each Junior-applicable Junior Lien Secured Party, agrees that (a) it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority or enforceability of a Lien securing any First Lien Obligations held (or purported to be held) by or on behalf of any First Lien Collateral Agent or any of the First Lien Secured Parties or any agent or trustee therefor in any First Lien Collateral or Collateral and (b) none of them will oppose or otherwise contest (or support any Person contesting) any other request for judicial relief made in any court by any First Lien Collateral Agent or any First Lien Secured Party under its Junior-relating to the lawful enforcement of any First Priority Lien Debt Facilityon Collateral or First Lien Collateral. Each First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any a Lien securing any First-Junior Lien Obligations held (or purported to be held) by or on behalf of any First- the Junior Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Junior Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), on the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Collateral; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-First Lien Collateral Agent or any First-First Lien Authorized Representative Secured Parties to enforce this Agreement (including the priority of the Liens securing the First-First Lien Obligations as provided in Section 2.1) or any of the First-First Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Uncommitted Collateral AgentsAgent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralUncommitted Credit Agreement Claimholder, and each First-Lien the Committed Collateral Agent and each First-Lien Authorized RepresentativeAgent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityCommitted Credit Agreement Claimholder, agrees that it shall will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority priority, validity or enforceability of any a Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien of the Committed Credit Agreement Claimholders in the Committed Credit Agreement Priority Collateral Agent and the Common Collateral or by or on behalf of any of the Junior-Lien Secured Parties Uncommitted Credit Agreement Claimholders or on its own behalf in the Junior-Lien Uncommitted Credit Agreement Priority Collateral and the Common 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 First-Lien the Committed Collateral Agent or any First-Lien Authorized Representative Committed Credit Agreement Claimholder or the Uncommitted Collateral Agent or any Uncommitted Credit Agreement Claimholder to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Committed Credit Agreement Obligations and the priority of the Liens securing the Uncommitted Credit Agreement Obligations as provided in Section 2.1) or any of the First-Lien Debt DocumentsSections 2.1 and 3.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNotes Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the Notes Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Notes Claimholders to secure the payment of the Notes Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Notes Obligations, including the allowability or priority of the Notes Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, or any First-Lien Authorized Representative the Notes Agent, on behalf of the Notes Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsCredit Agreement Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Cash Flow Credit Claimholder, the validityNotes Agent, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Note Claimholder, the ABL Agent, on behalf of each ABL Claimholder, and any Additional First Lien Secured Party under its First-Agent, on behalf of each Additional First Lien FacilityClaimholder, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the First Lien Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-First Lien Secured Parties Claimholders to secure the payment of the First Lien Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the First Lien Obligations, including the allowability or priority of the First Lien Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Credit Agreement Agent, on behalf of each Cash Flow Credit Claimholder, the Notes Agent, on behalf of the Note Claimholders, or any First-Additional First Lien Authorized Representative Agent, on behalf of any Additional First Lien Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each Term Agents, on behalf of the Junior-Lien Collateral Agentsapplicable Term Claimholder, for itself and the ABL Agent, on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt FacilityABL Claimholder, consents to the granting of Liens in favor of the other Agents to secure the ABL Obligations and the Term Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to) take any action to challenge), contest or support any other Person in contesting or challenging, (directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Term Claimholders to secure the payment of the Term Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Term Obligations, including the allowability or priority of the ABL Obligations or the Term Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders or any First-Lien Authorized Representative Term Agent, on behalf of the applicable Term Claimholders to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Initial First Lien Collateral AgentsAgent, for itself and on behalf of each Junior-Initial First Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Party, the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Initial Additional First Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized RepresentativeAgent, for itself and on behalf of each First-Initial Additional First Lien Secured Party under its First-Party, the Second Lien FacilityCollateral Agent, for itself and on behalf of each Second Lien Secured Party, the Third Lien Collateral Agent, for itself and on behalf of each Third Lien Secured Party, and each Authorized Collateral Agent that becomes a party hereto after the date hereof, on behalf of itself and on behalf of the applicable Secured Parties, agrees that it shall will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority priority, attachment, validity or enforceability of (1) the First Lien Obligations or any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-First Lien Secured Parties in the Junior-Collateral, (1) or the Second Lien Obligations or any Lien held by or on behalf of any of the Second Lien Secured Parties in the Collateral, or (1), the Third Lien Obligations or any Lien held by or on behalf of any of the Third Lien Secured Parties in the Collateral, as the case may be, or the provisions of this Agreement; provided that that, subject to Section 10.24, nothing in this Agreement shall be construed to prevent or impair the rights of any First-First Lien Collateral Agent Secured Party, any Second Lien Secured Party or any First-Third Lien Authorized Representative Secured Party to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-Lien Debt DocumentsSections 2.1 and 3.1.

Prohibition on Contesting Liens. Each of the Junior-The Junior Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsRepresentative, for itself and on behalf of each Junior-Junior Lien Secured Party under its Junior-Lien Debt FacilityParty, agrees that (a) it shall not (and hereby waives any right to) take any action to challengecontest, contest or support any other Person in contesting or challengingcontesting, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of a Lien securing, or the allowability of any Lien securing claim asserted with respect to, any First-First Lien Obligations held (or purported to be held) by or on behalf of any First- the First Lien Collateral Agent Representative or any of the First-First Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-First Lien Collateral or Collateral and (b) none of them will oppose or otherwise contest (or support any Person contesting) any other request for judicial relief made in any court by the First Lien Representative or any First Lien Secured Party relating to the lawful enforcement of any First Priority Lien on Collateral or First Lien Collateral, and each First-. The First Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-First Lien Secured Party under its First-Lien FacilityParty, agrees that it shall not (and hereby waives any right to) contest take any action to contest, or support any other Person in contesting, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of a Lien securing, or the allowability of any Lien securing claim asserted with respect to, any Junior-Junior Lien Obligations held (or purported to be held) by or on behalf of any Junior-the Junior Lien Authorized Representative, any Junior-Lien Collateral Agent Representative or any of the Junior-Junior Lien Secured Parties in Party on the Junior-Lien Collateral; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-the First Lien Collateral Agent Representative or any First-First Lien Authorized Representative Secured Parties to enforce this Agreement (including the priority of the Liens securing the First-First Lien Obligations as provided in Section 2.1) or any of the First-First Lien Debt Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Note Claimholder, the validityABL Agent, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-ABL Claimholder, and each Additional First Lien Secured Party under its First-Agent, on behalf of each Person that is a related Additional First Lien FacilityClaimholder, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the First Lien Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-First Lien Secured Parties Claimholders to secure the payment of the First Lien Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the First Lien Obligations, including the allowability or priority of the First Lien Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Table of Contents Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Notes Agent, on behalf of the Note Claimholders, or any First-Additional First Lien Authorized Representative Agent, on behalf of any Additional First Lien Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1) or any of the First-Lien Debt DocumentsSections 2.01, 3.01, 3.02 and 6.01.

Prohibition on Contesting Liens. Each of the Junior-Administrative Agent, the First Lien Authorized Representatives and each of Facility Lenders, the Junior-First Lien Collateral Agents, Administrative Agent (for itself and on behalf of each Junior-the other First Lien Secured Party under its Junior-Parties), the Second Lien Debt FacilityFacility Lenders and the Second Lien Administrative Agent (for itself and on behalf of the other Second Lien Secured Parties), agrees that it shall not (will not, and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validitypriority, extent, perfection, priority validity or enforceability of any Second Priority Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of First Priority Lien, as the Junior-Lien Secured Parties in the Junior-Lien Collateralcase may be; provided that nothing in this Agreement Section 14 shall be construed to prevent or impair the rights of any First-the First Lien Collateral Administrative Agent or any First-other First Lien Authorized Representative Secured Party to enforce this Agreement (including the priority Section 14. Each of the Administrative Agent and the First Lien Administrative Agent agrees not to voluntarily contractually subordinate its Lien on any Collateral to the Lien of any other holder of Indebtedness of any Loan Party without the prior written consent of the Required Second Lien Facility Lenders; provided that such restriction is not applicable to the OTC Mortgage, Liens on property of a Subsidiary Guarantor acquired in a First Lien Facility Permitted Acquisition, Liens on the Aircraft, Liens securing Indebtedness incurred to finance the First-Lien Obligations as provided in Section 2.1) acquisition of fixed or any of the First-Lien Debt Documentscapital assets or to refinance Indebtedness incurred solely for such purpose and Liens relating to DIP Financings.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsSenior Secured Notes Agent, for itself and on behalf of each Junior-Lien Senior Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Notes Claimholder, the validityABL Agent, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien ABL Claimholder, and the Junior Secured Party under its First-Lien FacilityNotes Agent, on behalf of each Junior Secured Notes Claimholder, consents to the granting of Liens in favor of the other Agents to secure the ABL Obligations, the Senior Secured Notes Obligations and the Junior Secured Notes Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representativeof the ABL Claimholders to secure the payment of the ABL Obligations, any Junior-Lien Collateral Agent of the Senior Secured Notes Claimholders to secure the payment of the Senior Secured Notes Obligations or any of the Junior-Lien Junior Secured Parties Notes Claimholders to secure the payment of the Junior Secured Notes Obligations, (b) the priority, validity or enforceability of the ABL Obligations, the Senior Secured Notes Obligations or the Junior Secured Notes Obligations, including the allowability or priority of the ABL Obligations, the Senior Secured Notes Obligations or the Junior Secured Notes Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Senior Secured Notes Agent, on behalf of the Senior Secured Notes Claimholders, or any First-Lien Authorized Representative the Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsABL Agent, for itself and on behalf of itself and each Junior-Lien ABL Secured Party under its Junior-Lien Debt FacilityParty, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralSecurity Agent, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of itself and each First-Lien Secured Party under its Firstfor which it is acting as agent or representative, and the Second-Lien FacilitySecurity Agent, on behalf of itself and each Second-Lien Secured Party for which it is acting as agent or representative, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the priority, validity, extent, perfection, priority perfection or enforceability of any a Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Juniorof the First-Lien Authorized RepresentativeSecured Parties, any Junior-Lien Collateral Agent or any of the JuniorSecond-Lien Secured Parties or the ABL Secured Parties in either the JuniorTerm Loan Priority Collateral or the ABL Priority Collateral, as the case may be, (ii) the validity or enforceability of any ABL Security Document (or any ABL Obligations thereunder), any First-Lien CollateralSecurity Document (or any First-Lien Obligations thereunder) or any Second-Lien Security Document (or any Second-Lien Obligations thereunder), or (iii) the relative rights and duties of the holders of the ABL Obligations, the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent of the Security Agents or any First-Lien Authorized Representative Secured Party to enforce this Agreement (Agreement, including the priority of the Liens on the Term Loan Priority Collateral or ABL Priority Collateral, as the case may be, securing the First-Lien Obligations, the Second-Lien Obligations and the ABL Obligations as provided in Section 2.1Sections 2.1(a)(i), 2.1(a)(ii) or any of the First-Lien Debt Documentsand 2.1(a)(iii).

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Note Claimholder, the validityABL Agent, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-ABL Claimholder, and any Additional First Lien Secured Party under its First-Agent, on behalf of each Additional First Lien FacilityClaimholders, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the First Lien Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-First Lien Secured Parties Claimholders to secure the payment of the First Lien Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the First Lien Obligations, including the allowability or priority of the First Lien Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Notes Agent, on behalf of the Note Claimholders, or any First-Additional First Lien Authorized Representative Agent, on behalf of any Additional First Lien Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsTrustee, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralFixed Asset Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens in favor of the other Agent to secure the ABL Obligations and the Fixed Asset Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Fixed Asset Claimholders to secure the payment of the Fixed Asset Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Fixed Asset Obligations, including the allowability or priority of the ABL Obligations or the Fixed Asset Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of, or the priorities, rights or duties established by, the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien the ABL Agent, on behalf of the ABL Claimholders, or the Collateral Agent or any First-Lien Authorized Representative to enforce Trustee, on behalf of the Fixed Asset Claimholders, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Applicable Junior Lien Authorized Representatives Agent and each of the Junior-Lien Collateral Agentsrelevant Representative, for itself and on behalf of the applicable Junior Lien Obligations Secured Parties, and each Junior-of the Applicable First Lien Agent and each relevant Representative, for itself and on behalf of the applicable First Lien Obligations Secured Party under its Junior-Lien Debt FacilityParties, agrees that that, until the Discharge of First Lien Obligations has occurred, it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority priority, allowability, or enforceability of (a) a Lien securing, or claims asserted with respect to, any Lien securing any First-First Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-First Lien Obligations Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Common Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person Lien, collateral or security in contestingrespect of the First Lien Obligations or (b) a Lien securing, in or claim asserted with respect to, any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Junior Lien Obligations held (or purported to be held) by or on behalf of any Junior-of the Junior Lien Authorized Representative, any Junior-Lien Collateral Agent Obligations Secured Parties or any agent or trustee therefor in any Common Collateral or any other Lien, collateral or security in respect of the Junior-Junior Lien Secured Parties in Obligations, as the Junior-Lien Collateralcase may be; provided provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-First Lien Collateral Agent Obligations Representative or any First-First Lien Authorized Representative Obligations Secured Party or any agent or trustee therefor to enforce this Agreement (including the priority of the Liens securing the First-First Lien Obligations as provided in Section 2.12.1 or the provisions for exercise of remedies) or any of the First-First Lien Debt Obligations Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsThe ABL Agent, for itself and on behalf of each Junior-Lien ABL Secured Party under its Junior-Lien Debt FacilityParty, and the Term Loan Agent, for itself and on behalf of each Term Loan Secured Party, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding Intercreditor Agreement among Bank of America, N.A. and CLMG Corp., dated as of May 7, 2019 AMERICAS 99686098 (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of (a) any Lien securing any First-ABL Obligations held (or purported to be held) by or on behalf of the ABL Agent or any of the ABL Secured Parties or any agent, or trustee, receiver, interim receiver or similar Person therefor in any ABL Collateral or (b) a Lien securing any Term Loan Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Term Loan Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor Party in any First-Lien Term Loan Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representativeas the case may be; provided, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facilityhowever, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any of the Junior-Lien Secured Parties in the Junior-Lien Collateral; provided that nothing in this Agreement shall be construed (x) to prevent or impair the rights of any First-Lien Collateral the ABL Agent or any First-Lien Authorized Representative ABL Secured Party to enforce this Agreement (including the priority of the Liens securing the First-Lien ABL Obligations as provided in Section 2.12.1 with respect to any ABL Priority Collateral) or any of the First-Lien Debt ABL Loan Documents or (y) to prevent or impair the rights of a Term Loan Agent or any Term Loan Secured Party to enforce this Agreement (including the priority of the Liens securing the Term Loan Obligations as provided in Section 2.1 with respect to any Term Loan Priority Collateral) or any of the Term Loan Documents.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNote Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens on the Collateral in favor of the other to secure the ABL Obligations and the Note Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Note Claimholders to secure the payment of the Note Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Note Obligations, including the allowability or priority of the Note Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, or any First-Lien Authorized Representative the Notes Agent, on behalf of the Note Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Term Loan Collateral AgentsAgent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Term Loan Claimholder, each Additional Pari Passu Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facilityapplicable Series of Additional Pari Passu Claimholders and the Revolving Credit Facility Collateral Agent, for itself and on behalf of each Revolving Credit Claimholder, agrees that it shall will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority priority, validity or enforceability of any a Lien securing any Junior-Lien Obligations held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representativeof the Revolving Credit Claimholders, any Junior-Lien Collateral Agent of the Term Loan Claimholders or any of the Junior-Lien Secured Parties Additional Pari Passu Claimholders in the Junior-Lien Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral either Agent or any First-Lien Authorized Representative Revolving Credit Claimholder, Term Loan Claimholder of any Additional Pari Passu Claimholder to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1, 3.1 and 3.2. The Term Loan Collateral Agent, for itself and on behalf of each Term Loan Claimholder, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable series of Additional Pari Passu Claimholders acknowledges that the Revolving Credit Obligations are secured by collateral granted by European Loan Parties (as such term is defined in the Revolving Credit Agreement) and, in furtherance of this agreement, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First-Lien Debt DocumentsRevolving Credit Claimholders in any such collateral.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsCredit Agreement Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding)Cash Flow Credit Claimholder, the validityNotes Agent, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Note Claimholder, the ABL Agent, on behalf of each ABL Claimholder, and any Additional First Lien Secured Party under its First-Agent, on behalf of each Additional First Lien FacilityClaimholders, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the First Lien Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-First Lien Secured Parties Claimholders to secure the payment of the First Lien Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the First Lien Obligations, including the allowability or priority of the First Lien Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, the Credit Agreement Agent, on behalf of each Cash Flow Credit Claimholder, the Notes Agent, on behalf of the Note Claimholders, or any First-Additional First Lien Authorized Representative Agent, on behalf of any Additional First Lien Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsTerm Agent, for itself and on behalf of the applicable Term Claimholders, and each Junior-Lien Secured Party under its Junior-Lien Debt FacilityABL Agent, on behalf of the applicable ABL Claimholders, consents to the granting of Liens in favor of the other Agents (and, with respect to any assets in any Mexico Security Trust, the Mexico Security Trustee for such Mexico Security Trust on behalf of the Agents (other than the Existing Term Agent), and with respect to any Specified Mexico Collateral, the Specified Mexico Collateral Agent on behalf of the Specified Mexico Collateral Claimholders) to secure the ABL Obligations and the Term Obligations (other than the granting of Liens on the Foreign Subsidiary Assets in favor of the Existing Term Agent to secure the Existing Term Obligations), as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to) take any action to challenge), contest or support any other Person in contesting or challenging, (directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien Collateral, and each First-Lien Collateral Agent and each First-Lien Authorized Representative, for itself and on behalf of each First-Lien Secured Party under its First-Lien Facility, agrees that it shall not (and hereby waives any right to) contest or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Term Claimholders to secure the payment of the Term Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Term Obligations, including the allowability or priority of the ABL Obligations or the Term Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent each ABL Agent, on behalf of the applicable ABL Claimholders or any First-Lien Authorized Representative each Term Agent, on behalf of the applicable Term Claimholders to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.

Prohibition on Contesting Liens. Each of the Junior-Lien Authorized Representatives and each of the Junior-Lien Collateral AgentsNotes Agent, for itself and on behalf of each Junior-Lien Secured Party under its Junior-Lien Debt Facility, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any First-Lien Obligations held (or purported to be held) by or on behalf of any First- Lien Collateral Agent or any of the First-Lien Secured Parties or any First-Lien Authorized Representative or other agent or trustee therefor in any First-Lien CollateralNote Claimholder, and each First-Lien Collateral Agent and each First-Lien Authorized Representativethe ABL Agent, for itself and on behalf of each First-Lien Secured Party under its First-Lien FacilityABL Claimholder, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the Note Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it shall will not (and hereby waives shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) contest Exhibit E or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), ): (a) the validity, extentattachment, perfection, priority priority, validity or enforceability of any Lien securing any Junior-Lien Obligations in the Collateral held (or purported to be held) by or on behalf of any Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Junior-Lien Secured Parties Note Claimholders to secure the payment of the Note Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Note Obligations, including the allowability or priority of the Note Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the Junior-Lien Collateralvalidity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Lien Collateral Agent the ABL Agent, on behalf of the ABL Claimholders, or any First-Lien Authorized Representative the Notes Agent, on behalf of the Note Claimholders, to enforce this Agreement, including the provisions of this Agreement (including relating to the priority of the Liens securing the First-Lien Obligations as provided in Section Sections 2.1) or any of the First-Lien Debt Documents, 3.1, 3.2 and 6.1.