Common use of Prohibition on Contesting Liens; No Marshalling Clause in Contracts

Prohibition on Contesting Liens; No Marshalling. Each Second Lien Representative, for itself and on behalf of each Second Lien Secured Party represented by it, and each First Lien Representative, for itself and on behalf of each First Lien Secured Party represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or challenge, or support any other Person in contesting or challenging, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Document or any Second Lien Document, or any First Lien Obligation or any Second Lien Obligation, (ii) the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be, or (iii) the relative rights and duties of the First Lien Secured Parties or the Second Lien Secured Parties granted and/or established in this Agreement or any First Lien Collateral Document or Second Lien Collateral Document as to such Liens; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Representative or any First Lien Secured Party to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1. So long as the Discharge of First Lien Obligations has not occurred, no Second Lien Representative or Second Lien Secured Party will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshalling. Each Second Lien RepresentativeRepresentative and each Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party represented by it, and each First Lien RepresentativeRepresentative and each First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Party represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or challenge, or support any other Person in contesting or challengingcontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Document or any Second Lien Document, or any First Lien Obligation or any Second Lien Obligation, (ii) the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be, or (iii) the relative rights and duties provisions of the First Lien Secured Parties or the Second Lien Secured Parties granted and/or established in this Agreement or any First Lien Collateral Document or Second Lien Collateral Document as to such LiensAgreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Representative Representative, any First Lien Collateral Agent or any First Lien Secured Party to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1. So long as Until the Discharge of First Lien Obligations has not occurredObligations, no Second Lien Representative Representative, Second Lien Collateral Agent or Second Lien Secured Party will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshalling. Each Second Lien RepresentativeCollateral Agent, for itself and on behalf of each Second Lien Secured Party represented by itClaimholder, and each First Lien RepresentativeCollateral Agent, for itself and on behalf of each First Lien Secured Party represented by itClaimholder, agrees that it will not (and hereby waives any right to) directly or indirectly contest or challenge, or support any other Person in contesting or challenging, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Collateral Document or any Second Lien Document, or any First Lien Obligation or any Second Lien Obligationthereunder, (ii) the priorityexistence, validity, perfection, extent priority or enforceability of a Lien heldthe Liens and security interests granted pursuant to the Collateral Documents, or purported to be held, by or on behalf the allowability of any of claims asserted, with respect to the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of Obligations and the Second Lien Secured Parties in the Second Lien Collateral, as the case may beObligations, or (iii) the relative rights and duties of the holders of the First Lien Secured Parties or Obligations and the Second Lien Secured Parties Obligations granted and/or established in this Agreement or any First Lien Collateral Document or Second Lien Collateral Document as with respect to such LiensLiens and security interests; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Representative Collateral Agent or any First Lien Secured Party Claimholder to enforce this AgreementAgreement or to exercise any of its remedies or rights hereunder, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1. So long as Until the Discharge of First Lien Obligations has not occurredObligations, no neither the Second Lien Representative or Collateral Agent nor any Second Lien Secured Party Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.

Prohibition on Contesting Liens; No Marshalling. Each Second Lien Representativeof the Revolving and Term Loan Administrative Agent, for itself and on behalf of each Second Lien Secured Party represented by itRevolving and Term Loan Claimholder, and each First Lien Representativethe Senior Administrative Agent, for itself and on behalf of each First Lien Secured Party represented by itSenior Claimholder, agrees that it will not (and hereby waives any right to) ), directly or indirectly indirectly, contest or challenge, or support any other Person in contesting or challengingcontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Document or any Second Lien Documentcreation, or any First Lien Obligation or any Second Lien Obligationattachment, (ii) the priority, validity, perfection, extent nature (including whether a Lien is a fixed or floating charge) or enforceability of a Lien held, or purported to be held, by or on behalf of any of the First Lien Secured Parties Senior Claimholders in the First Lien Senior Collateral or by or on behalf of any of the Second Lien Secured Parties Revolving and Term Loan Claimholders in the Second Lien Revolving and Term Loan Collateral, as the case may be, or (iii) the relative rights and duties provisions of the First Lien Secured Parties or the Second Lien Secured Parties granted and/or established in this Agreement or any First Lien Collateral Document or Second Lien Collateral Document as to such LiensAgreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Representative the Senior Administrative Agent or any First Lien Secured Party Senior Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Senior Obligations as provided in Sections 2.1 and 3.13.1 or provisions with respect to the exercise of remedies. So long as Until the Discharge of First Lien Obligations has not occurredSenior Obligations, no Second Lien Representative or Second Lien Secured Party neither the Revolving and Term Loan Administrative Agent nor any Revolving and Term Loan Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.. The Revolving and Term Loan Administrative Agent, for itself and on behalf of each Revolving and Term Loan Claimholder, agrees that it will not (and hereby waives any right to), directly or indirectly, contest or support

Prohibition on Contesting Liens; No Marshalling. Each of the Second Lien RepresentativeRepresentatives, for itself and on behalf of each Second Lien Secured Party represented by itClaimholder under its Second Lien Facility, and each the First Lien Representative, for itself and on behalf of each First Lien Secured Party represented by itClaimholder under its First Lien Facility, agrees that it will not (and hereby waives any right to) ), directly or indirectly indirectly, contest or challenge, or support any other Person in contesting or challengingcontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Document or any Second Lien Documentattachment, or any First Lien Obligation or any Second Lien Obligation, (ii) the priority, validity, perfection, extent perfection or enforceability of a Lien held, or purported to be held, by or on behalf of any of the First Lien Secured Parties Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties Claimholders in the Second Lien Collateral, as the case may be, or (iii) the relative rights and duties provisions of the First Lien Secured Parties or the Second Lien Secured Parties granted and/or established in this Agreement or any First Lien Collateral Document or Second Lien Collateral Document as to such LiensAgreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any the First Lien Representative or any First Lien Secured Party Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.13.1 or provisions with respect to the exercise of remedies. So long as Until the Discharge of First Lien Obligations has not occurred, no Second Lien Representative or nor any Second Lien Secured Party Claimholder will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor. The Second Lien Representative, for itself and on behalf of each Second Lien Claimholder under its Second Lien Facility, agrees that it will not (and hereby waives any right to), directly or indirectly, contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the amount of the First Lien Obligations.

Prohibition on Contesting Liens; No Marshalling. Each The Second Lien RepresentativeRepresentative and the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party represented by it, and each First Lien RepresentativeRepresentative and each First Lien Collateral Agent, for itself and on behalf of each First Lien Secured Party represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly contest or challenge, or support any other Person in contesting or challengingcontesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any Lien securing any First Lien Document or any Second Lien Document, or any First Lien Obligation or any Second Lien Obligation, (ii) the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties in the Second Lien Collateral, as the case may be, or the provisions of this Agreement. The Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party represented by it, agrees that it (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Liens pari passu with, or to give any Second Lien Secured Party any preference or priority relative to, any Lien securing the First Lien Obligations with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First Lien Obligations or First Lien Document, 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 relative rights and duties purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral permitted under the First Lien Secured Parties or the Second Documents and this Agreement by any First Lien Secured Parties granted and/or established in this Agreement Party or any First Lien Collateral Document or Second Agent acting on their behalf, (iv) shall have no right to (A) direct any First Lien Collateral Document Agent or any other First Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any First Lien Collateral Agent or any other First Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) except as permitted by this Agreement, will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against any First Lien Collateral 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 any First Lien Collateral Agent nor any other First Lien Secured Party shall be liable for, any action taken or omitted to such Liensbe taken by the any First Lien Collateral Agent or other First Lien Secured Party with respect to any First Lien Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (vii) object to forbearance by any First Lien Collateral Agent or any First Lien Secured Party, and (viii) until the Discharge of First 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 marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Representative Representative, any First Lien Collateral Agent or any First Lien Secured Party to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1. So long as the Discharge of First Lien Obligations has not occurred, no Second Lien Representative or Second Lien Secured Party will assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.