Common use of No interference Clause in Contracts

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, agrees that each Second-Out Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Administrative Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) commence any Enforcement Action; provided, however, that the Second Lien Administrative Agent may enforce or cause exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Administrative Agent has delivered to the First Lien Administrative Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, except for Second Lien Permitted Actions, in no event shall the Second Lien Administrative Agent or any other Second Lien Secured Party commence an Enforcement Action with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such Enforcement Action, if the First Lien Administrative Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), an Enforcement Action with respect to all or a portion of the Collateral (prompt written notice thereof to be taken given to the Second Lien Administrative Agent by the First Lien Administrative Agent), and (B) after the expiration of the Standstill Period, so long as neither the First Lien Administrative Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Administrative Agent on their behalf) have commenced actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions (it being understood that this clause shall not constitute a waiver by the First Lien Administrative Agent or the other First Lien Secured Parties of the provisions of Article VI), neither the First Lien Secured Parties nor the First Lien Administrative Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; and provided further that the Standstill Period shall be tolled for so long as any automatic stay or any other stay or other order prohibiting the exercise of remedies by the First Lien Administrative Agent or the First Lien Secured Parties with respect to the Collateral is in effect by operation of law or has been entered into by a court of competent jurisdiction; (ii) will not challenge contest, protest or question in object to any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established Enforcement Action brought by the provisions of this AgreementFirst Lien Administrative Agent or any other First Lien Secured Party, including any Enforcement Action by any First Lien Secured Party relating to the Collateral; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Administrative Agent or any other First Lien Secured Party from commencing or pursuing any Enforcement Action with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any Enforcement Action with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Administrative Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Administrative Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement; provided, however, that, in the provisions case of clauses (i) through (vii) above, it is the intention of the parties hereto that the Liens granted to secure the Second Lien Obligations of the Second Lien Secured Parties shall attach to any proceeds remaining from any such Enforcement Action taken by the First Lien Administrative Agent or any First Lien Secured Party in accordance with this Agreement and (ii) will not take or cause after application of such proceeds to be taken any action Discharge 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementFirst Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedie, (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Collateral Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Loan Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and Each Second Lien Representative on behalf of itself and each Second-Out Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will represented by it agrees that, whether or not take a Bankruptcy/Liquidation Proceeding has been commenced by or cause to be taken against any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereofGrantor, (iia) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing any of the First Lien Secured Obligations, (b) it will not challenge or question in any proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (c) it will not, except in connection with the taking of any Second Lien Permitted Actions, contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First-Out First Lien Secured Party Parties or the First-Out Agent First Lien Representative acting on their behalf, (ivd) it shall have no right to (Ai) direct the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared the Collateral or (Bii) consent to the exercise by the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared the Collateral, (ve) it will not institute any suit or assert in any suit or Insolvency or suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against the First-Out Agent any First Lien Representative or other First-Out any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent any First Lien Representative nor any other First-Out First Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent any such First Lien Representative or other First-Out any such First Lien Secured Party with respect to any Shared Collateral, Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (vie) will not seek, and hereby waives shall prevent any right, Second Lien Secured Party from asserting or seeking to have enforce any Shared Collateral provision of this Agreement or any part thereof marshaled upon provision of any foreclosure or other Disposition of such Shared Collateral, Second Lien Security Document (viito the extent not prohibited by this Agreement) and (f) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights Agreement in its capacity as a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out creditor. Each First Lien Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) it will not challenge or question in any proceeding (including in any Bankruptcy/Liquidation Proceeding) the validity or enforceability of any Second-Out Obligations or Second-Out Second Lien Security Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Lien, or Lien on the validity or enforceability Collateral securing any of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Second Lien Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementObligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 Each Second Lien Collateral Agent and Section 4.02, the Second-Out AgentSecond Lien Representative, for itself and on behalf of each Second-Out Secured Partythe Second Lien Parties it represents, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (iia) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out Documentany First Lien Security Document or the First Lien Intercreditor Agreement, or the validity, attachment attachment, perfection or perfection priority of any First-Out Lien, First Priority Lien under any First Lien Security Document or the First Lien Intercreditor Agreement or the validity or enforceability of the priorities, rights or duties established by the by, or other provisions of of, this Agreement, (iiib) will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any enforcement or exercise of any rights or remedies under the First Lien Credit Documents, including any sale, transfer or other Disposition disposition of the Shared Collateral by any First-Out First Lien Agent or other First Lien Secured Party or the First-Out Agent acting on their behalfParty, (ivc) shall have no right will not contest, protest or object to (A) direct the First-Out any Collateral Enforcement Action taken or sought to be taken by any First Lien Agent or any other First-Out First Lien Secured Party relating to exercise any right, remedy or power with respect to any the Shared Collateral or (B) consent to under the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings First Lien Credit Documents or otherwise, so long as the Second Priority Liens attach to challenge the enforceability of any provision of this AgreementProceeds thereof subject to the relative priorities set forth in Section 2.01, (viiid) will not object to the forbearance by the First-Out First Lien Agents or any other First Lien Secured Party from commencing or pursuing any Collateral Enforcement Action or to the terms or conditions applicable to such forbearance, (e) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any First-Out other First Lien Secured PartyParty may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of any First Lien Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights rights, including any marshalling rights, a junior secured creditor may have under applicable law; provided that nothing herein shall limit , (f) will not, so long as the rights Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Second-Out Secured Party Shared Collateral or any Proceeds thereof or payment with respect thereto, in connection with any Collateral Enforcement Action or in connection with any insurance policy award under a policy of insurance relating to enforce the terms any Shared Collateral or any condemnation award (or deed in lieu of this Agreement. The First-Out Agentcondemnation) relating to any Shared Collateral, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (ig) will not challenge attempt, directly or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 mannerindirectly, whether by judicial proceedings or otherwise, to challenge the validity or enforceability of any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms provision of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Junior Lien Collateral Agent, for itself and on behalf of each Second-Out Junior Lien Secured Party, agrees that that, whether or not an Insolvency or Liquidation Proceeding has been commenced, each Second-Out Junior Lien Secured Party Party: (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Junior Lien that such Junior Lien Secured Party has on the Collateral pari passu with, or to give such Second-Out Junior Lien Secured Party any preference or priority relative to, any First-Out Lien with respect to that the Shared First Lien Collateral Agent holds on behalf of the First Lien Secured Parties secured by any Collateral or any part thereof, ; (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out First Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out LienLien held by the First Lien Collateral Agent on behalf of the First Lien Secured Parties, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, ; (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any foreclosure or enforcement action or exercise of rights and remedies related to the sale, transfer or other Disposition of the Shared Collateral by any First-Out First Lien Secured Party or the First-Out First Lien Collateral Agent acting on their behalf, behalf in an enforcement action; (iv) shall will have no right to (A) direct the First-Out First Lien Collateral Agent or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out First Lien Collateral Agent or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, ; (v) will not institute any suit or assert in any suit or in any Insolvency or Liquidation Proceeding Proceeding, any claim against the First-Out First Lien Collateral Agent or other First-Out First Lien Secured Party seeking damages from from, or seeking other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out First Lien Collateral Agent nor any other First-Out First Lien Secured Party shall will be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out First Lien Collateral Agent or other First-Out First Lien Secured Party with respect to any Shared First Lien Collateral, ; (vi) will not seek, and hereby waives waives, any right, right to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other Disposition of such Shared Collateral, ; (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, ; (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out First Lien Collateral Agent or any First-Out First Lien Secured Party, and ; and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights right a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.015.01, Section 3.02 5.02 and Section 4.026.02, the Second-Out Term Loan Agent, for itself and on behalf of each Second-Out Term Loan Secured Party, agrees that each Second-Out Term Loan Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Term Loan Secured Party any preference or priority relative to, any First-Out Revolver Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question (or direct the Collateral Trustee to challenge or question) in any proceeding the validity or enforceability of any First-Out Revolver Obligations or First-Out Revolver Document, or the validity, attachment or perfection of any First-Out Revolver Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Revolver Agent or the Collateral Trustee, at the direction of any First-Out Revolver Secured Party or the First-Out Agent Revolver Agent, acting on their behalf, (iv) shall have no right to (A) direct the First-Out Collateral Trustee (except as provided in Section 5.02), the Revolver Agent or any other First-Out Revolver Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Collateral Trustee, the Revolver Agent or any other First-Out Revolver Secured Party of any right, remedy or power of the Revolver Secured Parties with respect to any Shared Collateral, (v) will not institute or cause to be instituted any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Collateral Trustee, the Revolver Agent nor any other First-Out Revolver Secured Party shall be liable to any of the Second-Out Term Loan Secured Parties for, any action taken or omitted to be taken by the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Revolver Agent or the Collateral Trustee at the direction of the Revolver Agent or any First-Out Revolver Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Term Loan Secured Party to enforce the terms of this Agreement. The First-Out Revolver Agent, for itself and on behalf of each First-Out Revolver Secured Party, agrees that each First-Out Revolver Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Term Loan Obligations or Second-Out Term Loan Document, or the validity, attachment or perfection of any Second-Out Term Loan Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by the Collateral Trustee, any Second-Out Term Loan Secured Party or the Second-Out Term Loan Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and Each Second Lien Representative on behalf of itself and each Second-Out Secured Party, agrees that each Second-Out Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, (ii) it will not challenge or question in any proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity, allowability, or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other provisions of this Agreement, (iii) it will not contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First-Out First Lien Secured Party Parties or the First-Out Agent First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared the Collateral, (v) it will not institute any suit or assert in any suit or Insolvency or suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against the First-Out Agent any First Lien Representative or other First-Out any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent any First Lien Representative nor any other First-Out First Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent any such First Lien Representative or other First-Out any such First Lien Secured Party with respect to any Shared Collateral, Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (v) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (to the extent not prohibited by this Agreement) and (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein in this Section 2.05(a) shall limit the rights of prevent any Second-Out Second Lien Secured Party from asserting or seeking to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions provision of this Agreement and (ii) will not take or cause to be taken taking 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementSecond Lien Permitted Action.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out other Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared any Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Priority Lien Agent or any First-Out other Priority Lien Secured Party or the First-Out Agent acting on their behalfParty, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) prior to the Discharge of Priority Lien Obligations, will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law to a junior secured creditor with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not (I) 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 this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien (unless, for the avoidance of doubt, the same or related subject matter has been (I) asserted by any other party in any Insolvency or Liquidation Proceedings or (II) raised or determined, in each case, as a substantive matter by the court in any such Insolvency or Liquidation Proceedings), (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (ivD) shall have no right to (AI) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (BII) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out Third Lien Collateral Agent, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (iiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien or any Second Lien (unless, for the avoidance of doubt, the same or related subject matter has been (I) asserted by any other party in any Insolvency or Liquidation Proceedings or (II) raised or determined, in each case, as a substantive matter by the court in any such Insolvency or Liquidation Proceedings), (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Agent acting on their behalf, (D) shall have no right to (I) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (II) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Agent or any Second Lien Secured Party and (I) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.01, Section 3.02 The Second Lien Collateral Agent and Section 4.02, the Second-Out Agenteach Second Lien Representative, for itself and on behalf of each Second-Out Second Lien Secured PartyParty under its Second Lien Debt Facility, each hereby agrees that it and each Second-Out of the other Second Lien Secured Party Parties: (ia) will not support, take or cause to be taken any action the purpose to make any Second Priority Lien pari passu with, or effect of which is to give such Second-Out any Second Lien Secured Party any preference or priority relative to, any First-Out First Priority Lien securing First Lien Obligations up to the First Lien Priority Cap Amount with respect to the Shared Collateral or any part thereof, ; (iib) will not challenge or question in any proceeding (x) the validity or enforceability of any First-Out First Lien Obligations or First-Out First Lien Debt Document, or (y) the validity, attachment attachment, perfection or perfection priority of any First-Out LienFirst Priority Lien securing First Lien Obligations up to the First Lien Priority Cap Amount, or (z) the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, ; (iiic) will not support, 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 disposition of the Shared Collateral by prior to the Discharge of First Lien Priority Obligation, any First-Out First Lien Secured Party or the First-Out First Lien Administrative Agent acting on their behalfin any enforcement action; (d) prior to the Discharge of First Lien Priority Obligations, (iv) shall have no right to (Ai) direct the First-Out First Lien Administrative Agent or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or Collateral, (Bii) consent to the exercise by the First-Out First Lien Administrative Agent or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiiii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to the forbearance by the First-Out First Lien Administrative Agent or any First-Out other First Lien Secured PartyParty from commencing or pursuing any foreclosure action or proceeding or failing to act by or on behalf of the First Lien Administrative Agent or any other First Lien Secured Party even if such action or inaction is, or could be, adverse to the interests of the Second Lien Secured Parties and further (ix) it being understood that the absence of such objection shall not be deemed to toll any Standstill Period then continuing), will not assert, assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral; (e) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First Lien Administrative Agent or other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First Lien Administrative Agent nor any other First Lien Secured Party shall be liable for, any action taken or omitted to be taken by the First Lien Administrative Agent or other First Lien Secured Party with respect to any Collateral securing First Lien Obligations up to the First Lien Priority Cap Amount; (f) will not seek, and hereby waives any right, to have any Collateral or any similar rights a junior secured creditor may have under applicable lawpart thereof marshaled upon any foreclosure or other disposition of such Collateral; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not challenge not, directly or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 mannerindirectly, whether by judicial proceedings or otherwise, challenge the enforceability of any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms provision of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) 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 Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfbehalf in any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) 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 Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out Third Lien Collateral Agent, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiiii) 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 Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Agent in each case in any enforcement action, (iv) shall have no right to (A) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Agent or any Second Lien Secured Party and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.015.01, Section 3.02 5.02 and Section 4.026.02, the Second-Out each FLLO Agent, for itself and on behalf of each Second-Out FLLO Secured Party, agrees that each Second-Out FLLO Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out FLLO Secured Party any preference or priority relative to, any First-Out Revolver Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question (or direct the Collateral Trustee to challenge or question) in any proceeding the validity or enforceability of any First-Out Revolver Obligations or First-Out Revolver Document, or the validity, attachment or perfection of any First-Out Revolver Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Revolver Agent or the Collateral Trustee, at the direction of any First-Out Revolver Secured Party or the First-Out Agent Revolver Agent, acting on their behalf, (iv) shall have no right to (A) direct the First-Out Collateral Trustee (except as provided in Section 5.02), the Revolver Agent or any other First-Out Revolver Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Collateral Trustee, the Revolver Agent or any other First-Out Revolver Secured Party of any right, remedy or power of the Revolver Secured Parties with respect to any Shared Collateral, (v) will not institute or cause to be instituted any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Collateral Trustee, the Revolver Agent nor any other First-Out Revolver Secured Party shall be liable to any of the Second-Out FLLO Secured Parties for, any action taken or omitted to be taken by the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Revolver Agent or the Collateral Trustee at the direction of the Revolver Agent or any First-Out Revolver Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out FLLO Secured Party to enforce the terms of this Agreement. The First-Out Revolver Agent, for itself and on behalf of each First-Out Revolver Secured Party, agrees that each First-Out Revolver Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out FLLO Obligations or Second-Out FLLO Document, or the validity, attachment or perfection of any Second-Out FLLO Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by the Collateral Trustee, any Second-Out FLLO Secured Party or the Second-Out FLLO Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, agrees that each Second-Out Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other 19560366.30 Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) 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 Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) 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 Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Agent acting on their behalf Second Lien Collateral Trustee, in each case in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, agrees that each Second-Out Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-First- Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-First- Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other 19560366.30 Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, EXXI agrees that each Second-Out Secured Party it (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Secured Party it any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit law and (x) it will not request or accept any Liens on any Applicable Collateral pursuant to any Second Lien Security Document during any Standstill Period or if the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and Priority Lien Agent on behalf of each First-Out the Priority Lien Secured Party, agrees that each First-Out Parties or any other Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (i) will not challenge or question shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any proceeding Insolvency or Liquidation Proceeding to enable the validity commencement and pursuit thereof), the enforcement or enforceability exercise of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf remedies with respect to the extent Collateral or any such sale, transfer action or other Disposition is permitted by the terms of this Agreementproceeding.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Junior Lien Representative, for itself and on behalf of each Second-Out Junior Lien Secured Party, agrees that that, whether or not an Insolvency or Liquidation Proceeding has been commenced, each Second-Out Junior Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Junior Lien pari passu with, or to give such Second-Out Junior Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any foreclosure or enforcement action or exercise of rights and remedied related to or sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(%4) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i%5) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii%5) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii%5) 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 Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv%5) shall have no right to (A%6) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B%6) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v%5) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi%5) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii%5) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii%5) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, Party and (ix%5) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (i) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i%5) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (%5) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (ii%5) 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 Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (%5) shall have no right to (%6) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (%6) consent to the extent such sale, transfer or other Disposition is permitted exercise by the terms Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of this Agreement.any right, remedy or power with respect to any Collateral, (%5) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiiii) 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 Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (iv) shall have no right to (A) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and (a) Each Second Lien Representative on behalf of itself and each Second-Out Secured Party, agrees that each Second-Out Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, (ii) it will not challenge or question in any proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity, allowability, or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other provisions of this Agreement, (iii) it will not contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First-Out First Lien Secured Party Parties or the First-Out Agent First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared the Collateral, (v) it will not institute any suit or assert in any suit or Insolvency or suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against the First-Out Agent any First Lien Representative or other First-Out any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent any First Lien Representative nor any other First-Out First Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent any such First Lien Representative or other First-Out any such First Lien Secured Party with respect to any Shared Collateral, Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (v) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (to the extent not prohibited by this Agreement) and (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein in this Section 2.05(a) shall limit the rights of prevent any Second-Out Second Lien Secured Party from asserting or seeking to enforce the terms any provision of this Agreement. The First-Out Agent, for itself and Agreement or taking any Second Lien Permitted Action. (b) Each First Lien Representative on behalf of itself and each First-Out Secured Party, agrees that each First-Out First Lien Secured Party (i) represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, it will not challenge or question in any proceeding proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity validity, allowability, or enforceability of any Second-Out Second Lien Secured Obligations or Second-Out Second Lien Security Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out LienLien on the Collateral securing or purporting to secure any of the Second Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by the or pursuant to other provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question question, including in any proceeding proceeding, the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity validity, enforceability or enforceability non-avoidability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) 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 Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action or other exercise of rights and remedies, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question question, including in any proceeding proceeding, the validity validity, enforceability or enforceability non-avoidability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) 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 Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Agent acting on their behalf Second Lien Collateral Trustee, in each case in any enforcement action or other exercise of rights and remedies, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out other Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared any Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Priority Lien Agent or any First-Out other Priority Lien Secured Party or the First-Out Agent acting on their behalfParty, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) prior to the Discharge of Priority Lien Obligations, will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law to a junior secured creditor with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not (I) 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 this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien (unless, for the avoidance of doubt, the same or related subject matter has been (I) asserted by any other party in any Insolvency or Liquidation Proceedings or (II) raised or determined, in each case, as a substantive matter by the court in any such Insolvency or Liquidation Proceedings), (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (ivD) shall have no right to (AI) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (BII) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge invalidate the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) prior to the Discharge of Priority Lien Obligations, will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment or attachment, perfection or, subject to the Priority Lien Cap, priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) 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 Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable lawlaw with respect to the Collateral; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) 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 Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Second Lien Agent, in each case in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent acting on their behalf or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Agent or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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 with respect to the Collateral.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) prior to the Discharge of Priority Lien Obligations, will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment or attachment, perfection or, subject to the Priority Lien Cap, priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) 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 Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable lawlaw with respect to the Collateral; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) 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 Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Agent acting on their behalf Second Lien Collateral Trustee, in each case in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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 with respect to the Collateral.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not (and hereby waives any right to) challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (ii) will not, and hereby waives any right to, challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiiii) 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 Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (iv) shall have no right to (A) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party, (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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 and (x) will not, and hereby waives any right it may have (as a junior lien creditor or otherwise) to, contest, protest, object to, interfere with, hinder or delay in any manner any exercise of remedies undertaken by the Priority Lien Agent or any other Priority Lien Secured Party under the Priority Lien Documents or by the Second Lien Collateral Trustee or any other Second Lien Secured Party under the Second Lien Documents.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The 1.5 Lien Agent, for itself and on behalf of each Second-Out 1.5 Lien Secured Party, agrees that each Second-Out 1.5 Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any 1.5 Lien pari passu with, or to give such Second-Out 1.5 Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not (I) 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 this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien, (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (ivD) shall have no right to (AI) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (BII) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) will not seekseek (or support any party seeking), and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) will not assertassert (or support any party asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out Third Lien Collateral Agent, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (iiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien or any Second Lien, (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (D) shall have no right to (I) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (II) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) will not seek (or support any party seeking), and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) will not assert (or support any party asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, 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.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Subordinated Collateral Trustee, for itself and on behalf of each Second-Out Subordinated Secured Party, agrees that each Second-Out Subordinated Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Subordinated Lien pari passu with, or to give such Second-Out Subordinated Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof (other than with respect to any Excess Priority Lien Obligations or any part thereof), (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(1) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 Each Second Lien Collateral Agent and Section 4.02, the Second-Out AgentSecond Lien Representative, for itself and on behalf of each Second-Out Secured Partythe Second Lien Parties it represents, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (iia) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out Documentany First Lien Security Document or the First Lien Intercreditor Agreement, or the validity, attachment attachment, perfection or perfection priority of any First-Out Lien, First Priority Lien under any First Lien Security Document or the First Lien Intercreditor Agreement or the validity or enforceability of the priorities, rights or duties established by the by, or other provisions of of, this Agreement, (iiib) will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any enforcement or exercise of any rights or remedies under the First Lien Credit Documents, including any sale, transfer or other Disposition disposition of the Shared Collateral by any First-Out First Lien Agent or other First Lien Secured Party or the First-Out Agent acting on their behalfParty, (ivc) shall have no right will not contest, protest or object to (A) direct the First-Out any Collateral Enforcement Action taken or sought to be taken by any First Lien Agent or any other First-Out First Lien Secured Party relating to exercise any right, remedy or power with respect to any the Shared Collateral or (B) consent to under the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings First Lien Credit Documents or otherwise, so long as the Second Priority Liens attach to challenge the enforceability of any provision of this AgreementProceeds thereof subject to the relative priorities set forth in Section 2.01, (viiid) will not object to the forbearance by the FirstFirst Lien Agents or any other First Lien Secured Party from commencing or pursuing any Collateral Enforcement Action or, with respect to Obligations of any Non-Out US Loan Parties, other Enforcement Action or to the terms or conditions applicable to such forbearance, (e) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any First-Out other First Lien Secured PartyParty may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of any First Lien Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights rights, including any marshalling rights, a junior secured creditor may have under applicable law; provided that nothing herein shall limit , (f) will not, so long as the rights Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Second-Out Secured Party Shared Collateral or any Proceeds thereof or payment with respect thereto, in connection with any Collateral Enforcement Action or in connection with any insurance policy award under a policy of insurance relating to enforce the terms any Shared Collateral or any condemnation award (or deed in lieu of this Agreement. The First-Out Agentcondemnation) relating to any Shared Collateral, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (ig) will not challenge attempt, directly or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 mannerindirectly, whether by judicial proceedings or otherwise, to challenge the validity or enforceability of any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms provision of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) 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 Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 Each Second Lien Representative and Section 4.02, the Second-Out each Second Lien Collateral Agent, for itself themselves and on behalf of each Second-Out Secured Party, agrees that each Second-Out other Second Lien Secured Party they represent agree that they will not: (ia) will not take or cause to be taken taken: any action the purpose or effect of which is is, or could be: (i) to make any Lien on the Collateral securing any of the Second Lien Obligations pari passu with; or (ii) to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Lien with respect to on the Shared Collateral or securing any part thereof, (ii) of the First Lien Obligations and it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including in any Bankruptcy/Liquidation Proceeding) the validity or enforceability of any First-Out First Lien Obligations or First-Out First Lien Security Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out LienLien on the Collateral securing or purporting to secure any of the First Lien Obligations, or the validity or enforceability of the priorities, rights or duties established by the or other provisions of this Agreement, (iiib) will not take or cause to be taken except in connection with the taking of any action the purpose or effect of which isSecond Lien Enforcement Action permitted under Section 2.3(b) (“Second Lien Permitted Actions ”), or could be, to interfereinterfere with, hinder or delay, delay in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral or any other exercise of remedies permitted to be taken by any First-Out Secured Party First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations pursuant to the First-Out First Lien Debt Documents against any Collateral or any forbearance thereof, in each case, by any holders of First Lien Obligations or any First Lien Representative or First Lien Collateral Agent acting on their behalf, (ivc) shall have no right to (Ai) direct the First-Out any First Lien Representative, any First Lien Collateral Agent or any other First-Out Secured Party holder of First Lien Obligations to exercise any right, remedy or power with respect to any Shared the Collateral or (Bii) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the First-Out any First Lien Representative, any First Lien Collateral Agent or any other First-Out Secured Party holder of First Lien Obligations of any right, remedy or power with respect to any Shared the Collateral, (v) it will not institute any suit or assert in any suit suit, bankruptcy, insolvency or Insolvency or Liquidation Proceeding other proceeding any claim against the First-Out any First Lien Representative, any First Lien Collateral Agent or other First-Out Secured Party any holder of First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out none of any First Lien Representative, any First Lien Collateral Agent nor or any other First-Out Secured Party holder of First Lien Obligations shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out any such First Lien Representative, First Lien Collateral Agent or other First-Out Secured Party any such holder of First Lien Obligations with respect to any Shared Collateral, (vi) will not seek, and hereby waives Collateral securing such First Lien Obligations; provided that nothing in this clause shall prevent any right, Second Lien Secured Party from asserting or seeking to have enforce any Shared Collateral provision of this Agreement or any part thereof marshaled upon provision of any foreclosure or other Disposition of such Shared Collateral, Second Lien Security Document (viito the extent not prohibited by this Agreement) and it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, Agreement in its capacity as a lien creditor. Each First Lien Representative and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared each First Lien Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself themselves and on behalf of each First-Out Secured Party, agrees that each First-Out other First Lien Secured Party they represent agree that they will not: (ia) will not challenge take or question cause to be taken any action the purpose or effect of which is to: challenge, or support any other Person in challenging, in any proceeding (including in any Bankruptcy/Liquidation Proceeding) the validity or enforceability of any Second-Out Second Lien Obligations or Second-Out Second Lien Security Document, or the validity, attachment attachment, perfection, ranking or perfection junior priority of any Second-Out LienLien on the Collateral securing or purporting to secure any of the Second Lien Obligations, or the validity or enforceability of the priorities, rights or duties established by the or other provisions of this Agreement and Agreement, (iib) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral or any other exercise of remedies permitted to be taken by any Second-Out Secured Party Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations pursuant to the Second Lien Debt Documents against any Collateral or any forbearance thereof, in each case, by any holders of Second Lien Obligations or the Second-Out Second Lien Representative or Second Lien Collateral Agent acting on their behalf pursuant to any Second Lien Permitted Action, (c) (i) direct any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations to exercise any right, remedy or power with respect to the Collateral or (ii) consent to the exercise by any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations of any right, remedy or power with respect to the Collateral, it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations shall be liable for, any action taken or omitted to be taken by any such Second Lien Representative, any such Second Lien Collateral Agent or any such holder of Second Lien Obligations with respect to any Collateral securing such Second Lien Obligations; provided that nothing in this clause shall prevent any First Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or any provision of any First Lien Security Document (to the extent such salenot prohibited by this Agreement) and it will not attempt, transfer directly or other Disposition is permitted indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this AgreementAgreement in its capacity as a lien creditor; provided further that no Representative shall be personally liable for any breach of a representation or warranty by a Holder or a Secured Party (other than itself) of any representation or warranty made in this Agreement on their behalf.