Common use of Prohibition on Contesting Liens Clause in Contracts

Prohibition on Contesting Liens. Each of the Second-Lien Agent, for itself and on behalf of each Second-Lien Secured Party, and the First-Lien Agent, for itself and on behalf of each First-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 validity or enforceability of any Collateral Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iv) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Collateral Document 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 the First-Lien Agent or any First-Lien Secured Party to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyCreditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, 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 or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien any Agent or any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations and the Second-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-First Lien AgentSecurity Agents, for itself and on behalf of each Second-other First Lien Secured Party, Party and the First-Second Lien AgentSecurity Agents, for itself and on behalf of each First-other Second Lien Secured Party, 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 or enforceability of a Lien held, or the allowability of any claim asserted, by or on behalf of any of the First Lien Secured Parties or the Second Lien Secured Parties in the Collateral, (ii) the validity or enforceability of any Collateral First Lien Security Document (or any Obligation thereunder, (ii) the enforceability of the First-First Lien Obligations thereunder) or the Second-any Second Lien Obligations, Security Document (or any Second Lien Obligations thereunder) or (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iv) the relative rights and duties of the holders of any of the First-First Lien Obligations and the Second-Second Lien Obligations granted and/or established in this Agreement or any Collateral Document with respect to such Liens, mortgages, assignments and security interestsAgreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the First-Lien Agent Security Agents or any First-Lien other Secured Party to enforce this Agreement, including the priority of the Liens on the Collateral securing any of the First-First Lien Obligations and the Second Lien Obligations as provided in Section 2.1 hereof2(a).

Prohibition on Contesting Liens. Each of the Second-Lien Agent, for itself and on behalf of each Second-Lien Secured PartyClaimholder, and the First-Lien Agent, for itself and on behalf of each applicable First-Lien Secured PartyCreditor, agrees that it shall not (and hereby waives any right to) contest take any action to challenge or contest, or support any other Person in contestingcontesting or challenging, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Collateral Security Document or any Obligation obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or and established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the either First-Lien Agent or or, to the extent provided in Section 3, any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyCreditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, 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 or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Subordinated Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Subordinated Obligations granted and/or established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-Lien Agent, for itself and on behalf of each Second-Lien Secured PartyClaimholder, and the First-Lien Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, agrees that it shall not (and hereby waives any right to) contest take any action to challenge or contest, or support any other Person in contestingcontesting or challenging, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Collateral Security Document or any Obligation obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or and established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Agent or or, to the extent provided in Section 3, any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyCreditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, 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 or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations Creditors and the Second-Lien Obligations Creditors granted and/or established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor or the Second-Lien Collateral Agent or any Second-Lien Creditor to enforce this Agreement, including the First-Lien Collateral Agent’s right to enforce the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof2.1.

Prohibition on Contesting Liens. Each of the Second-Lien ABL Facility Agent, for itself and on behalf of each Second-Lien ABL Secured Party, and the First-Lien each Pari Passu Collateral Agent, for itself and on behalf of each First-Lien the respective Pari Passu Secured PartyParties, 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 or enforceability of a Lien held by or on behalf of any of the Pari Passu Secured Parties in the Notes Collateral or by or on behalf of any of the ABL Secured Parties in the Notes Collateral, as the case may be or (ii) the validity or enforceability of any Collateral ABL Security Document (or any Obligation ABL Obligations thereunder), or any Pari Passu Security Document (ii) the enforceability of the First-or any Pari Passu Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iv) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Collateral Document with respect to such Liens, mortgages, assignments and security intereststhereunder); provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the First-Lien Agent Collateral Agents or any First-Lien Secured Party to enforce this Agreement, including the priority of the Liens on the Notes Collateral securing the First-ABL Obligations and the Pari Passu Lien Obligations as provided in Section 2.1 hereofSections 2.1(a), 2.2(a) and 2.2(b).

Prohibition on Contesting Liens. Each of the Second-Second Lien Collateral Agent, for itself and on behalf of each Second-Second Lien Secured Party, and the First-First Lien Administrative Agent, for itself and on behalf of each First-First Lien Secured Party, 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 perfection, priority, attachment, validity or enforceability of a Lien held by or on behalf of any Collateral Document or any Obligation thereunder, (ii) the enforceability of the First-First Lien Obligations Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be, or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability provisions of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iv) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Collateral Document with respect to such Liens, mortgages, assignments and security interestsAgreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-any First Lien Agent Secured Party or any First-Second Lien Secured Party to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First-First Lien Obligations as provided in Section Sections 2.1 hereofand 3.1.

Prohibition on Contesting Liens. Each of the Second-Second Lien Collateral Agent, for itself and on behalf of each Second-of the Second Lien Secured PartyParties, and the First-First Lien Collateral Agent, for itself and on behalf of each First-of the First Lien Secured PartyParties, agrees that it shall not (and hereby waives any right to) take any action to challenge or contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (ia) the priority, validity or enforceability of a Lien held by or on behalf of any Collateral Document or any Obligation thereunder, (ii) the enforceability of the First-First Lien Obligations Secured Parties in the First Lien Collateral or the Second-Lien Obligations, (iii) the validity, perfection, priority by or enforceability on behalf of any of the LiensSecond Lien Secured Parties in the Collateral, mortgagesas the case may be, assignments and security interests granted pursuant to the Collateral Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (ivb) the relative rights and duties of the holders of the First-First Lien Obligations and the Second-Second Lien Obligations granted and/or and established in this Agreement or any Collateral Document with respect to such Liensin the First Lien Security Documents or the Second Lien Documents, mortgages, assignments and security interestsas the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-First Lien Collateral Agent or any First-First Lien Secured Party to enforce this Agreement, including the priority of the Liens securing the First-First Lien Obligations as provided in Section Sections 2.1 hereofand 3.1.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyClaimholder, and the First-Lien Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, agrees that it shall not (and hereby waives any right to) contest take any action to challenge or contest, or support any other Person in contestingcontesting or challenging, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or and established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Agent or or, to the extent provided in Section 3, any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyCreditor, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Secured PartyCreditor and each other First-Lien Creditor (by its acceptance of the benefits of the First-Lien Documents), 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 or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyCreditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, 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 or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations and the Second-Lien Obligations granted and/or established in this Agreement or any Collateral Security Document 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 the First-Lien either Collateral Agent or any First-Lien Secured Party Creditor to enforce this Agreement, including the priority of the Liens securing the First-Lien Obligations and the Second-Lien Obligations as provided in Section 2.1 hereofthis Agreement.

Prohibition on Contesting Liens. Each of the Second-Lien Collateral Agent, for itself and on behalf of each Second-Lien Secured PartyCreditor, and the First-Lien Collateral Agent, for itself and on behalf of each First-Lien Secured PartyCreditor, 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 or enforceability of any Collateral Security Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Security Documents with respect to the First-Lien Obligations and or the Second-Lien Obligations or (iviii) the relative rights and duties of the holders of the First-Lien Obligations Creditors and the Second-Lien Obligations Creditors granted and/or established in this Agreement or any Collateral other Security Document with respect to such Liens, mortgages, assignments assignments, and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Collateral Agent or any First-Lien Secured Party Creditor or the Second-Lien Collateral Agent or any Second-Lien Creditor to enforce this Agreement, including the First-Lien Collateral Agent’s right to enforce the priority of the Liens securing the First-Lien Obligations as provided in Section 2.1 hereof.

Prohibition on Contesting Liens. Each of the The Second-Lien Priority Agent, for itself and on behalf of each Second-Lien Priority Secured Party, and the First-Lien Priority Agent, for itself and on behalf of each First-Lien 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 validity or enforceability of any Collateral Document or any Obligation thereunder, (ii) the enforceability of the First-Lien Obligations or the Second-Lien Obligations, (iii) the validity, perfection, priority priority, validity or enforceability of the Liens, mortgages, assignments and security interests granted pursuant to the Collateral Documents with respect to (a) a Lien securing the First-Lien Priority Obligations and the Second-Lien Obligations held (or (ivpurported to be held) the relative rights and duties of the holders by or on behalf of the First-Priority Secured Parties or any agent or trustee therefor in any First-Priority Collateral or (b) a Lien Obligations and securing the Second-Lien Priority Obligations granted and/or established held (or purported to be held) by or on behalf of any Second-Priority Secured Party in this Agreement or any Collateral Document with respect to such Liensthe Common Collateral, mortgagesas the case may be; provided, assignments and security interests; provided however, that nothing in this Agreement shall be construed to prevent or impair the rights of the First-Lien Agent or any First-Lien Priority Secured Party or any agent or trustee therefor to enforce this Agreement, Agreement (including the priority of the Liens securing the First-Lien Priority Obligations as provided in Section 2.1 hereof2.1) or any of the First-Priority Documents.