Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien Agent, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 14 contracts
Samples: Intercreditor Agreement (CAESARS ENTERTAINMENT Corp), Intercreditor Agreement (Claires Stores Inc), Intercreditor Agreement (Berry Plastics Group Inc)
Prohibition on Contesting Liens. Each Second Second-Priority Agent, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien Agentthe Senior-Priority Agents, for itself and on behalf of each applicable Senior Lender in respect of which it serves as First Lien AgentLender, 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 indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien the Intercreditor Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Second-Priority Claims held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien the Intercreditor Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 9 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement, Intercreditor Agreement (Momentive Performance Materials Inc.)
Prohibition on Contesting Liens. Each Second Second-Priority AgentRepresentative, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien AgentFirst-Priority Representative, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien Agentapplicable First-Priority 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 indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims First-Priority Obligations held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders First-Priority Secured Parties or any agent or trustee therefor in any Senior Lender First-Priority Collateral or (b) a Lien securing any Second Second-Priority Claims Obligations held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent First-Priority Secured Party or any Senior Lender agent or trustee therefor to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims First-Priority Obligations as provided in Section 2.1) or any of the Senior Lender First-Priority Documents.
Appears in 8 contracts
Samples: Joinder Agreement (Presidio, Inc.), Intercreditor Agreement (Hospitality Distribution Inc), Joinder Agreement (SFX Entertainment, INC)
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien Agent, for itself and on behalf of each applicable Senior Lender Secured Party in respect of which it serves as First Lien 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, perfection, priority or enforceability of (a) a any Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders Secured Parties or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 5 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Prohibition on Contesting Liens. Each Second Second-Priority AgentRepresentative, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien AgentFirst-Priority Representative, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien Agentapplicable First-Priority 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 indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims First-Priority Obligations held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders First-Priority Secured Parties or any agent or trustee therefor in any Senior Lender First-Priority Collateral or (b) a Lien securing any Second Second-Priority Claims Obligations held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent First-Priority Secured Party or any Senior Lender agent or trustee therefor to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims First-Priority Obligations as provided in Section 2.12.01) or any of the Senior Lender First-Priority Documents.
Appears in 5 contracts
Samples: Joinder Agreement (Macy's, Inc.), Joinder Agreement, Joinder Agreement (Windstream Holdings, Inc.)
Prohibition on Contesting Liens. Each Second Second-Priority Agent, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien Senior-Priority Agent, for itself and on behalf of each applicable Senior Lender in respect of which it serves as First Lien AgentLender, 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 indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien the Intercreditor Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Second-Priority Claims held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien the Intercreditor Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 4 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement, Intercreditor Agreement (Hexion Inc.)
Prohibition on Contesting Liens. Each Second Second-Priority Agent, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien Agentthe Senior-Priority Agents, for itself and on behalf of each applicable Senior Lender in respect of which it serves as First Lien AgentLender, 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, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien the Intercreditor Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Second-Priority Claims held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien the Intercreditor Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 2 contracts
Samples: Intercreditor Agreement (Verso Paper Corp.), Intercreditor Agreement (Verso Sartell LLC)
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien Agent, for itself and on behalf of each Senior Lender Creditor in respect of which it serves as First Lien 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, perfection, priority priority, allowability, or enforceability of (a) a Lien securing any Senior Lender Creditor Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders Creditors or any agent or trustee therefor in any Senior Lender Creditor Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent or any Senior Lender Creditor to enforce this Agreement (including the priority of the Liens securing the Senior Lender Creditor Claims as provided in Section 2.1) or any of the Senior Lender Creditor Documents.
Appears in 2 contracts
Samples: Joinder Agreement (Caesars Entertainment, Inc.), Joinder Agreement (Caesars Entertainment, Inc.)
Prohibition on Contesting Liens. Each Second Priority Agentof the First Lien Representative, for itself and on behalf of each applicable Second Priority Secured Party, and each the other First Lien AgentSecured Parties, the Super Senior Representative, for itself and on behalf of each the other Super Senior Lender in respect Secured Parties, and the Second Lien Representative, for itself and on behalf of which it serves as First the other Second Lien AgentSecured Parties, agrees that it shall not (will not, and hereby waives any right to) take any action to challenge, contest or join or otherwise support any other Person in contesting or challenging, directly or indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the existence, validity, perfectionenforceability, perfection or priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common CollateralLien or any First Priority Lien, as the case may be; provided, however, be;provided that (a) nothing in this Agreement shall be construed to prevent or impair the rights of any the First Lien Agent Representative or any other First Lien Secured Party or the Super Senior Lender Representative or any other Super Senior Secured Party to enforce this Agreement (Agreement, including the priority of the Liens securing the First Lien Secured Obligations or the Super Senior Lender Claims as provided Secured Obligations or the provisions for exercise of remedies, and (b) nothing in Section 2.1) this Agreement shall be construed to prevent or impair the rights of the Second Lien Representative or any of the Senior Lender Documentsother Second Lien Secured Party to enforce this Agreement.
Appears in 1 contract
Prohibition on Contesting Liens. Each Second Second-Priority AgentRepresentative, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien AgentFirst-Priority Representative, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien Agentapplicable First- Priority 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 indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims First-Priority Obligations held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders First-Priority Secured Parties or any agent or trustee therefor in any Senior Lender First- Priority Collateral or (b) a Lien securing any Second Second-Priority Claims Obligations held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent First-Priority Secured Party or any Senior Lender agent or trustee therefor to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims First-Priority Obligations as provided in Section 2.1) or any of the Senior Lender First-Priority Documents.
Appears in 1 contract
Samples: Joinder Agreement
Prohibition on Contesting Liens. Each Second Junior Priority Agent, for itself and on behalf of each applicable Second Junior Priority Secured Party, and each First Lien Senior Priority Agent, for itself and on behalf of each applicable Senior Lender in respect of which it serves as First Lien AgentPriority 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Senior Priority Agent or any of the Senior Priority Secured Parties or any agent or trustee therefor in any Senior Priority Collateral or (b) a Lien securing any Junior Priority Claims held (or purported to be held) by or on behalf of any Junior Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Senior Priority Agent or any Senior Lender Priority Secured Party to enforce this Agreement (including the priority of the Liens securing the Senior Lender Priority Claims as provided in Section 2.1) or any of the Senior Lender Priority Documents.
Appears in 1 contract
Samples: Intercreditor Agreement (Salem Media Group, Inc. /De/)
Prohibition on Contesting Liens. Each Second Priority AgentRepresentative, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien AgentSenior Representative, for itself and on behalf of each applicable Senior Lender in respect of which it serves as First Lien AgentSecured 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent Senior Representative or any of the Senior Lenders Secured Parties or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent Senior Representative or any Senior Lender Secured Party to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each the First Lien Agent, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien AgentLender, 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any the First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any the First Lien Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 1 contract
Samples: Intercreditor Agreement (Berry Plastics Holding Corp)
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien Senior Agent, for itself and on behalf of each applicable Senior Lender in respect of which it serves as First Lien AgentSecured 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 (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Senior Agent or any of the Senior Lenders Secured Parties or any agent or trustee therefor in any Senior Lender Collateral or Collateral, (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may bebe and (c) the provisions of this Agreement; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Senior Agent, any Senior Secured Party, any Second Priority Agent or any Senior Lender Second Priority Secured Party to enforce this Agreement (including (x) the priority of the Liens securing the Senior Lender Claims as provided in Section 2.12.1(a) and (y) the Senior Cap Amount) or any of the Senior Lender Documents or any Second Priority Documents.
Appears in 1 contract
Prohibition on Contesting Liens. Each Second Second-Priority AgentRepresentative, for itself and on behalf of each applicable Second Second-Priority Secured Party, and each First Lien AgentFirst-Priority Representative, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien Agentapplicable First-Priority 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 indirectlycontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority priority, validity or enforceability of (a) a Lien securing any Senior Lender Claims First-Priority Obligations held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders First-Priority Secured Parties or any agent or trustee therefor in any Senior Lender First-Priority Collateral or (b) a Lien securing any Second Second-Priority Claims Obligations held (or purported to be held) by or on behalf of any Second Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent First-Priority Secured Party or any Senior Lender agent or trustee therefor to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims First-Priority Obligations as provided in Section 2.12.01) or any of the Senior Lender First-Priority Documents.. 12
Appears in 1 contract
Samples: Credit Agreement (Communications Sales & Leasing, Inc.)
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien Agent, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien AgentLender, 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 1 contract
Samples: Intercreditor Agreement (Berry Plastics Holding Corp)
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien Agent, for itself and on behalf of each Senior Lender in respect of which it serves as First Lien 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien Agent or any of the Senior Lenders or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common CollateralCollat eral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Agent or any Senior Lender to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 1 contract
Prohibition on Contesting Liens. Each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, and each First Lien the Collateral Agent, for itself and on behalf of each Senior Lender Secured Party in respect of which it serves as First Lien Agentso serves, 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, perfection, priority or enforceability of (a) a Lien securing any Senior Lender Claims held (or purported to be held) by or on behalf of any First Lien the Collateral Agent or any of the Senior Lenders Secured Parties or any agent or trustee therefor in any Senior Lender Collateral or (b) a Lien securing any Second Priority Claims held (or purported to be held) by or on behalf of any Second Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien the Collateral Agent or any Senior Lender Secured Party to enforce this Agreement (including the priority of the Liens securing the Senior Lender Claims as provided in Section 2.1) or any of the Senior Lender Documents.
Appears in 1 contract