Common use of No interference Clause in Contracts

No interference. (a) Each Second Lien Representative on behalf of itself and each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties or the First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative or any First Lien Secured Party to exercise any right, remedy or power with respect to the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative or any First Lien Secured Party of any right, remedy or power with respect to the Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any First Lien Representative or any 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 Representative nor any First Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted Action.

No interference. (a) Each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (ia) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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, (iib) 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, 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 pursuant to other provisions of this Agreement, (iiic) it will not 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 of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties or the First Lien Representative acting on their behalf, (ivd) it shall have no right to (Ai) direct any First Lien Representative or any First Lien Secured Party to exercise any right, remedy or power with respect to the Collateral or (Bii) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative or any First Lien Secured Party of any right, remedy or power with respect to the Collateral, (ve) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any First Lien Representative or any 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 Representative nor any First Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (ve) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or any provision of any Second Lien Security Document (to the extent not prohibited by this Agreement) and (vif) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided Agreement in its capacity as a secured creditor. Each First Lien Secured Party agrees that nothing it will not challenge or question in this Section 2.05(aany proceeding (including in any Bankruptcy/Liquidation Proceeding) shall prevent the validity or enforceability of any Second Lien Secured Party from asserting Security Document, or seeking to enforce the validity, attachment, perfection or priority of any provision Lien on the Collateral securing any of this Agreement or taking any the Second Lien Permitted ActionSecured Obligations.

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second other Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Representative Subject to Section 5.01, Section 5.02 and Section 6.02, the Term Loan Agent, for itself and on behalf of itself and each Second Lien Term Loan Secured Party, agrees that each Term Loan Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is to give such Term Loan Secured Party any preference or priority relative to, any 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 Revolver Obligations or Revolver Document, or the validity, attachment or perfection of any 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 make 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 withinterfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties the Revolver Agent or the First Lien Representative Collateral Trustee, at the direction of any Revolver Secured Party or the Revolver Agent, acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative the Collateral Trustee (except as provided in Section 5.02), the Revolver Agent or any First Lien other Revolver Secured Party to exercise any right, remedy or power with respect to the any Shared Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative the Collateral Trustee, the Revolver Agent or any First Lien other Revolver Secured Party of any right, remedy or power of the Revolver Secured Parties with respect to the any Shared Collateral, (v) it will not institute or cause to be instituted any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Representative the Collateral Trustee, the Revolver Agent or any First Lien other Revolver Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First Lien Representative the Collateral Trustee, the Revolver Agent nor any First Lien other Revolver Secured Party shall be liable to any of the Term Loan Secured Parties for, any action taken or omitted to be taken by any such First Lien Representative the Collateral Trustee, the Revolver Agent or any such First Lien other Revolver Secured Party with respect to any 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 Shared Collateral, (vi) it 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 Revolver Agent or the Collateral Trustee at the direction of the Revolver Agent or any 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 in this Section 2.05(a) herein shall prevent limit the rights of any Second Lien Term Loan Secured Party from asserting or seeking to enforce the terms of this Agreement. The Revolver Agent, for itself and on behalf of each Revolver Secured Party, agrees that each Revolver Secured Party (i) will not challenge or question in any provision proceeding the validity or enforceability of any Term Loan Obligations or Term Loan Document, or the validity, attachment or perfection of any 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 taking cause to be taken any Second Lien Permitted Actionaction 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 Term Loan Secured Party or the 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. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Representative Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of itself and each Second Lien Second-Out Secured Party, agrees that each Second-Out Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it 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 make 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 withinterfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien First-Out Secured Parties Party or the First Lien Representative First-Out Agent acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party to exercise any right, remedy or power with respect to the any Shared Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party of any right, remedy or power with respect to the any Shared Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First Lien Representative the First-Out Agent nor any First Lien 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 any such First Lien Representative the First-Out Agent or any such First Lien other First-Out Secured Party with respect to any 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 Shared Collateral, (vi) it 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 in this Section 2.05(a) herein shall prevent limit the rights of any Second Lien Second-Out 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 provision 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 taking cause to be taken any Second Lien Permitted Actionaction 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. (a) Each The Second Lien Representative Priority Agent, for itself and on behalf of itself and each the other Second Lien Priority Secured Party represented by it Parties, agrees that, so long as the Discharge of First Priority Claims has not occurred, whether or not a Bankruptcy/any Insolvency or Liquidation Proceeding has been commenced by or against any Grantorcommenced, the Second Priority Secured Parties will not, except for Second Priority Permitted Actions, (iA) it will not take enforce or cause exercise, or seek to be taken enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Shared 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 Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action the purpose or effect of which isproceeding with respect to such rights or remedies (including any foreclosure action); provided, or could behowever, to make any Lien on the Collateral securing any that none of the Second Lien Priority Secured Obligations pari passu withParties 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, until a period of 180 days has elapsed since the date on which the Second Priority Agent has delivered to give such the First Priority Agent written notice of the occurrence of an Event of Default under the Second Lien Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any preference rights or priority relative toremedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority 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 Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Parties have commenced any action to enforce their Lien on the Collateral securing or purporting to secure any material portion 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 proceedingShared Collateral, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity, allowability, or enforceability of any First Lien event that and for so long as the Second Priority Secured Obligations or First Lien Security Document, Parties (or the validitySecond Priority Agent on their behalf) have commenced any actions to enforce their Lien with respect to any Shared Collateral to the extent permitted hereunder and are diligently pursuing such actions, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of neither the First Lien Priority Secured Obligations, or Parties nor the validity or enforceability First Priority Agent shall take any action of the priorities, rights or duties established by or pursuant a similar nature with respect to such Shared Collateral; provided that all other provisions of this Agreement, Agreement (iiiincluding the turnover provisions of Article IV) it will not contest, protest, object to, interfere are complied with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties or the First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative or any First Lien Secured Party to exercise any right, remedy or power with respect to the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative or any First Lien Secured Party of any right, remedy or power with respect to the Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any First Lien Representative or any 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 Representative nor any First Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted Action.

No interference. (a) Each Second Lien Representative Collateral Agent and Second Lien Representative, for itself and on behalf of itself and each the Second Lien Secured Party represented by Parties it represents, agrees that, whether or not a Bankruptcy/any Insolvency or Liquidation Proceeding has been commenced by commenced, the Second Lien Secured Parties: (a) will not challenge or against question in any Grantorproceeding the validity or enforceability of any First Lien Obligation or any First Lien Security Document or the First Lien Intercreditor Agreement, or the validity, attachment, perfection or priority of any 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, or other provisions of, this Agreement, (ib) it will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to make 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 enforcement or exercise of any rights or remedies under the First Lien Credit Documents, including any sale, transfer or other disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties Agent or the other First Lien Representative acting on their behalfSecured Party, (ivc) it shall have no right will not contest, protest or object to (A) direct any Collateral Enforcement Action taken or sought to be taken by any First Lien Representative Agent or any other First Lien Secured Party to exercise any right, remedy or power with respect relating to the Shared Collateral under the First Lien Credit Documents or otherwise, so long as the Second Priority Liens attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01, (Bd) will not object to the forbearance by the 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 in connection with the taking of any for Second Lien Permitted Actions, consent object to the exercise by any manner in which the First Lien Representative 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 whether any action or failure to act by or on behalf of any rightFirst Lien Agent or any other First Lien Secured Party is, remedy or power could be, adverse to the interests of the Second Lien Secured Parties, and 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 appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights, including any marshalling rights, a junior secured creditor may have under applicable law, (f) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any 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 any Shared Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Shared Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any First Lien Representative or any 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 Representative nor any First Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any 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 (vig) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the validity or enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted Action.

No interference. (a) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (a) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on the with respect to any Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, Collateral by the Priority Lien Agent or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties or the First Lien Representative acting on their behalfParty, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it prior to the Discharge of Priority 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 of such 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; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second other Priority Lien Secured Party from asserting 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 seeking otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law to enforce a junior secured creditor with respect to the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (iA) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) it will not (I) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 the provisions of this AgreementAgreement 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), (iiiC) it will not contest, protest, object to, interfere withtake 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 Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (ivD) it shall have no right to (AI) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (BII) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Priority Lien Collateral, (F) will not seek, and hereby waives any right, to have any Collateral securing or any part thereof marshaled upon any foreclosure or other Disposition of such First Lien Secured Obligations; provided that nothing in this clause Collateral, (vG) 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (a) Each Second Lien Representative Subject to Section 5.01, Section 5.02 and Section 6.02, each FLLO Agent, for itself and on behalf of itself and each Second Lien FLLO Secured Party, agrees that each FLLO Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is to give such FLLO Secured Party any preference or priority relative to, any 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 Revolver Obligations or Revolver Document, or the validity, attachment or perfection of any 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 make 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 withinterfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties the Revolver Agent or the First Lien Representative Collateral Trustee, at the direction of any Revolver Secured Party or the Revolver Agent, acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative the Collateral Trustee (except as provided in Section 5.02), the Revolver Agent or any First Lien other Revolver Secured Party to exercise any right, remedy or power with respect to the any Shared Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative the Collateral Trustee, the Revolver Agent or any First Lien other Revolver Secured Party of any right, remedy or power of the Revolver Secured Parties with respect to the any Shared Collateral, (v) it will not institute or cause to be instituted any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Representative the Collateral Trustee, the Revolver Agent or any First Lien other Revolver Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First Lien Representative the Collateral Trustee, the Revolver Agent nor any First Lien other Revolver Secured Party shall be liable to any of the FLLO Secured Parties for, any action taken or omitted to be taken by any such First Lien Representative the Collateral Trustee, the Revolver Agent or any such First Lien other Revolver Secured Party with respect to any 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 Shared Collateral, (vi) it 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 Revolver Agent or the Collateral Trustee at the direction of the Revolver Agent or any 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 in this Section 2.05(a) herein shall prevent limit the rights of any Second Lien FLLO Secured Party from asserting or seeking to enforce the terms of this Agreement. The Revolver Agent, for itself and on behalf of each Revolver Secured Party, agrees that each Revolver Secured Party (i) will not challenge or question in any provision proceeding the validity or enforceability of any FLLO Obligations or FLLO Document, or the validity, attachment or perfection of any 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 taking cause to be taken any Second Lien Permitted Actionaction 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 FLLO Secured Party or the 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. (a) Each Second The 1.5 Lien Representative Agent, for itself and on behalf of itself and each Second 1.5 Lien Secured Party, agrees that each 1.5 Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any 1.5 Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second 1.5 Lien Secured Party any preference or priority relative to, any Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (ai) Each The Second Lien Representative Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that(A) prior to the Discharge of Priority Lien Obligations, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority Lien Security Document, or the validity, attachment, perfection or or, subject to the Priority Lien Cap, priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iiiC) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative acting on their behalfAgent in any enforcement action, (ivD) it shall have no right to (A1) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B2) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority Lien Secured Obligations; provided that nothing in this clause Collateral, (vF) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (prior to the extent Discharge of Priority Lien Obligations, will not prohibited by this Agreementseek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (G) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law with respect to the Collateral; and

No interference. (a%4) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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%5) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (ii%5) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii%5) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv%5) it shall have no right to (A%6) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B%6) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v%5) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Priority Lien Collateral, (%5) will not seek, and hereby waives any right, to have any Collateral securing or any part thereof marshaled upon any foreclosure or other Disposition of such First Lien Secured Obligations; provided that nothing in this clause Collateral, (v%5) 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (%5) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting and (%5) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (iA) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iiiC) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative acting on their behalfAgent in any enforcement action, (ivD) it shall have no right to (A1) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B2) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority Lien Secured Obligations; provided that nothing in this clause Collateral, (vF) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (prior to the extent Discharge of Priority Lien Obligations, will not prohibited by this Agreementseek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (G) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it prior to the Discharge of Priority 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 of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Representative Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of itself and each Second Lien Second-Out Secured Party, agrees that each Second-Out Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it 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 make 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 withinterfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien First-Out Secured Parties Party or the First Lien Representative First- Out Agent acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party to exercise any right, remedy or power with respect to the any Shared Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party of any right, remedy or power with respect to the any Shared Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First Lien Representative the First-Out Agent nor any First Lien 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 any such First Lien Representative the First-Out Agent or any such First Lien other First-Out Secured Party with respect to any 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 Shared Collateral, (vi) it 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 in this Section 2.05(a) herein shall prevent limit the rights of any Second Lien Second-Out 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 provision 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 taking cause to be taken any Second Lien Permitted Actionaction 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. (a) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each the other Second Lien Secured Party represented by it Parties, agrees that, whether or not a Bankruptcy/any Insolvency or Liquidation Proceeding has been commenced by or against any Grantorcommenced, the Second Lien Secured Parties: (a) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, (i) it will not take enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (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 Term Secured Party is a party) or (ii) 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 150 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of an Event of Default (as defined in the Term Credit Agreement) under the Term 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 and in good faith 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 material portion of the 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 other First Lien Secured Parties have commenced any action to enforce First Priority Liens on any material portion of the purpose or effect Collateral, in the event that and for so long as the Second Lien Collateral Agent has commenced any actions to enforce the Second Priority Liens with respect to any material portion of which is, or could be, to make any Lien on the Collateral securing to the extent permitted hereunder and is diligently and in good faith pursuing such actions, neither the First Lien Consenting Lenders 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; (b) subject to the rights of the Second Lien Secured Obligations pari passu withParties under clause (a) above, 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, protest or object to, interfere with, hinder to any foreclosure action or delay, in proceeding brought by the First Lien Collateral Agent or any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the CollateralFirst Lien Secured Party, or any other exercise of remedies against any Collateral enforcement or any forbearance thereof, in each case, by any First Lien Secured Parties or the First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative or any First Lien Secured Party to exercise any right, remedy or power with respect to the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative or any First Lien Secured Party of any rightrights or remedies relating to the Collateral under the First Lien Loan Documents or otherwise, remedy so long as the Second Priority Liens attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01; (c) subject to the rights of the Second Lien Secured Parties under clause (a) above, will not object to the forbearance by the First Lien Collateral Agent or power 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; (d) except for Second Lien Permitted Actions, (v) it will not institute any suit or assert in any suitnot, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any so long as the Discharge of First Lien Representative Obligations has not occurred, take or receive any Collateral, or any First Lien Secured Party seeking damages from proceeds thereof or other relief by way of specific performance, instructions or otherwise payment with respect tothereto, and neither in connection with the exercise of any First Lien Representative nor right or enforcement of any First Lien Secured Party shall be liable for, remedy (including any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party right of setoff) with respect to any Collateral securing such 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; (e) except for Second Lien Permitted Actions, will not take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; (f) except for Second Lien Permitted Actions, will not object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce the First Priority Liens or collect the First Lien Obligations; provided that nothing in this clause (v) shall prevent , regardless of whether any Second action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party from asserting is, or seeking to enforce any provision of any Second Lien Security Document (to the extent not prohibited by this Agreement) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted Action.could

No interference. (a) Each The Second Lien Representative Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (ii) it will not (and hereby waives any right to) challenge or question in any proceeding, proceeding (including any Insolvency 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, allowability or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Representative Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of itself and each Second Lien Second-Out Secured Party, agrees that each Second-Out Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it 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 make 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 withinterfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien First-Out Secured Parties Party or the First Lien Representative First-Out Agent acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party to exercise any right, remedy or power with respect to the any Shared Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party of any right, remedy or power with respect to the any Shared Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First Lien Representative the First-Out Agent nor any First Lien 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 any such First Lien Representative the First-Out Agent or any such First Lien other First-Out Secured Party with respect to any 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 Shared Collateral, (vi) it 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 in this Section 2.05(a) herein shall prevent limit the rights of any Second Lien Second-Out 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 provision proceeding the validity or enforceability of any Second-Out Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment 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 taking cause to be taken any Second Lien Permitted Actionaction 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. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that(A) prior to the Discharge of Priority Lien Obligations, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority Lien Security Document, or the validity, attachment, perfection or or, subject to the Priority Lien Cap, priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iiiC) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative acting on their behalfAgent in any enforcement action, (ivD) it shall have no right to (A1) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B2) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority Lien Secured Obligations; provided that nothing in this clause Collateral, (vF) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (prior to the extent Discharge of Priority Lien Obligations, will not prohibited by this Agreementseek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (G) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law with respect to the Collateral; and

No interference. (a) Each Second Lien Representative The Subordinated Collateral Trustee, for itself and on behalf of itself and each Second Lien Subordinated Secured Party, agrees that each Subordinated Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Subordinated Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Subordinated Secured Party any preference or priority relative to, any Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it prior to the Discharge of Priority 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 of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (a) Each The Second Lien Representative Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (iA) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) it will not (I) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 the provisions of this AgreementAgreement 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), (iiiC) it will not contest, protest, object to, interfere withtake 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 Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (ivD) it shall have no right to (AI) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (BII) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Priority Lien Collateral, (F) will not seek, and hereby waives any right, to have any Collateral securing or any part thereof marshaled upon any foreclosure or other Disposition of such First Lien Secured Obligations; provided that nothing in this clause Collateral, (vG) 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge invalidate the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (iA) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) it will not (I) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 the provisions of this AgreementAgreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien, (iiiC) it will not contest, protest, object to, interfere withtake 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 Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (ivD) it shall have no right to (AI) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (BII) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Priority Lien Collateral, (F) will not seek (or support any party seeking), and hereby waives any right, to have any Collateral securing or any part thereof marshaled upon any foreclosure or other Disposition of such First Lien Secured Obligations; provided that nothing in this clause Collateral, (vG) 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) will not assert (or seeking support any party asserting), and hereby waives, to enforce the fullest extent permitted by law, any provision right to demand, request, plead or otherwise assert or claim the benefit of this Agreement any marshalling, appraisal, valuation or taking other similar right that may be available under applicable law with respect to the Collateral or any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (iA) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) it will not challenge or question question, including 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, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity validity, enforceability or enforceability non-avoidability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iiiC) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, Collateral by any Priority Lien Secured Party or the Priority Lien Agent in any enforcement action or other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties or the First Lien Representative acting on their behalfrights and remedies, (ivD) it shall have no right to (A1) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B2) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority Lien Secured Obligations; provided that nothing in this clause Collateral, (vF) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (prior to the extent Discharge of Priority Lien Obligations, will not prohibited by this Agreementseek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (G) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (ai) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (iA) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (iiB) 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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iiiC) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalfbehalf in any enforcement action, (ivD) it shall have no right to (A1) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B2) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (vE) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority Lien Secured Obligations; provided that nothing in this clause Collateral, (vF) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (prior to the extent Discharge of Priority Lien Obligations, will not prohibited by this Agreementseek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (G) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (H) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (I) 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Representative Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of itself and each Second Lien Second-Out Secured Party, agrees that each Second-Out Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it 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 make 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 withinterfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien First-Out Secured Parties Party or the First Lien Representative First-Out Agent acting on their behalf, (iv) it shall have no right to (A) direct any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party to exercise any right, remedy or power with respect to the any Shared Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party of any right, remedy or power with respect to the any Shared Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First Lien Representative the First-Out Agent or any First Lien other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First Lien Representative the First-Out Agent nor any First Lien 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 any such First Lien Representative the First-Out Agent or any such First Lien other First-Out Secured Party with respect to any 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 Shared Collateral, (vi) it 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 in this Section 2.05(a) herein shall prevent limit the rights of any Second Lien Second-Out 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 provision 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 taking cause to be taken any Second Lien Permitted Actionaction 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. (ai) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative acting on their behalfAgent in any enforcement action, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Junior Secured Party, each Junior Representative on behalf of itself and each Second Lien Secured Party represented by it Junior Collateral Agent agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien on the Collateral securing any of the Second Lien Secured Obligations Junior Claim pari passu with, or to give such Second Lien Junior Secured Party any preference or priority relative to, any Lien on Senior Claim with respect to the Senior Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Lien Secured Obligations ABL Facility Security Document or First Parity Lien Security Document, Document or the validity, attachment, perfection or priority of any Lien on under the Collateral securing ABL Facility Security Documents or purporting to secure any of the First Parity Lien Secured ObligationsSecurity Documents, 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 contesttake or cause to be taken any action the purpose or intent of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral, Senior Collateral by the Applicable Senior Collateral Agent or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Lien Senior Secured Parties or the First Lien any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any First Lien Senior Representative or any First Lien Secured Party holder of Senior Obligations to exercise any right, remedy or power with respect to the any Senior Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the Applicable Senior Collateral Agent, any First Lien Senior Representative or any First Lien other Senior Secured Party of any right, remedy or power with respect to the any Senior Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding bankruptcy, insolvency or other proceeding any claim against the Applicable Senior Collateral Agent, any First Lien Senior Representative or any First Lien other Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any First Lien Senior Representative nor or any First Lien other Senior Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Senior Collateral Agent, such Senior Representative or any such First Lien other Senior Secured Party with respect to any Senior Collateral, (vi) it will not seek, and hereby waives any right, to have any Senior Collateral securing or any part thereof marshaled upon any foreclosure or other disposition of 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) Collateral and (vivii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) Agreement shall be construed to prevent or impair the rights of any Second of the ABL Facility Collateral Agent, the other ABL Facility Secured Parties, the Parity Lien Collateral Trustee or the other Parity Lien Secured Party from asserting or seeking Parties to enforce any provision of this Agreement or taking any Second Lien Permitted ActionAgreement.

No interference. (a) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (ai) Each The Second Lien Representative Collateral Agent, for itself and on behalf of itself and each other Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on the with respect to any Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, Collateral by the Priority Lien Agent or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties or the First Lien Representative acting on their behalfParty, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it prior to the Discharge of Priority 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 of such 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; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second other Priority Lien Secured Party from asserting 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 seeking otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law to enforce a junior secured creditor with respect to the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting any part thereof (other than with respect to secure any of the First Excess Priority Lien Secured ObligationsObligations or any part thereof), (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshalled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (a) Each The Second Lien Representative Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien [AEG Intercreditor Agreement] Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each The Second Lien Representative Agent, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it prior to the Discharge of Priority 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 of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to forbearance by the Priority Lien Agent or any Second Priority Lien Secured Party from asserting 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 seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Actionsimilar rights a junior secured creditor may have under applicable law.

No interference. (a) Each Second Lien Representative Collateral Agent and Second Lien Representative, for itself and on behalf of itself and each the Second Lien Secured Party represented by Parties it represents, agrees that, whether or not a Bankruptcy/any Insolvency or Liquidation Proceeding has been commenced by commenced, the Second Lien Secured Parties: (a) will not challenge or against question in any Grantorproceeding the validity or enforceability of any First Lien Obligation or any First Lien Security Document or the First Lien Intercreditor Agreement, or the validity, attachment, perfection or priority of any 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, or other provisions of, this Agreement, (ib) it will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to make 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 enforcement or exercise of any rights or remedies under the First Lien Credit Documents, including any sale, transfer or other disposition of the Collateral, or any other exercise of remedies against any Shared Collateral or any forbearance thereof, in each case, by any First Lien Secured Parties Agent or the other First Lien Representative acting on their behalfSecured Party, (ivc) it shall have no right will not contest, protest or object to (A) direct any Collateral Enforcement Action taken or sought to be taken by any First Lien Representative Agent or any other First Lien Secured Party relating to exercise the Shared Collateral under the First Lien Credit Documents or otherwise, so long as the Second Priority Liens attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01, (d) will not object to the forbearance by the First Lien Agents or any rightother First Lien Secured Party from commencing or pursuing any Collateral Enforcement Action or, remedy or power with respect to the Collateral or (B) except in connection with the taking Obligations of any Non-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, consent object to the exercise by any manner in which the First Lien Representative 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 whether any action or failure to act by or on behalf of any rightFirst Lien Agent or any other First Lien Secured Party is, remedy or power could be, adverse to the interests of the Second Lien Secured Parties, and 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 appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights, including any marshalling rights, a junior secured creditor may have under applicable law, (f) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any 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 any Shared Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Shared Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any First Lien Representative or any 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 Representative nor any First Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any 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 (vig) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the validity or enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted Action.

No interference. (a) Each Second Lien Representative on behalf of itself and each Second Lien Collateral Agent, for themselves and each other Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, they represent agree that they will not: (ia) it will not take or cause to be taken taken: any action the purpose or effect of which is, or could be, : (i) to make any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, ; or (ii) 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) Obligations and it will not challenge or question in any proceedingchallenge, or support any other Person in challenging or questioning challenging, in any proceeding, proceeding (including in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, ) the validity, allowability, 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 pursuant to other provisions of this Agreement, (iiib) except in connection with the taking of any Second Lien Enforcement Action permitted under Section 2.3(b) (“Second Lien Permitted Actions ”), interfere with, hinder or delay in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral or any other exercise of remedies permitted to be taken by any First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations pursuant to the 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, (c) (i) direct any First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations to exercise any right, remedy or power with respect to the Collateral or (ii) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations of any right, remedy or power with respect to the Collateral, it will not contestinstitute any suit or assert in any suit, protestbankruptcy, object insolvency or other proceeding any claim against any First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of any First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations shall be liable for, any action taken or omitted to be taken by any such First Lien Representative, First Lien Collateral Agent or any such holder of First Lien Obligations with respect to any Collateral securing such First Lien Obligations; provided that nothing in this clause shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or any provision of any Second Lien Security Document (to 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 in its capacity as a lien creditor. Each First Lien Representative and each First Lien Collateral Agent, for themselves and each other First Lien Secured Party they represent agree that they will not: (a) take or 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 Lien Obligations or Second Lien Security Document, or the validity, attachment, perfection, ranking or junior priority of any Lien 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 or other provisions of this Agreement, (b) interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral, Collateral or any other exercise of remedies permitted to be taken by any 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 First holders of Second Lien Secured Parties Obligations or the First Second Lien Representative or Second Lien Collateral Agent acting on their behalf, (iv) it shall have no right behalf pursuant to (A) direct any First Lien Representative or any First Lien Secured Party to exercise any right, remedy or power with respect to the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First Lien Representative or any First Lien Secured Party of any right, remedy or power with respect to the Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against any First Lien Representative or any 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 Representative nor any First Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any 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) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted Action., (c)

No interference. (a1) Each The Second Lien Representative Collateral Trustee, for itself and on behalf of itself and each Second Lien Secured Party, agrees that each 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) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make 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 Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and

No interference. (a) Each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by EXXI agrees that it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party it any preference or priority relative to, any Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided , (viii) will not object to forbearance by the Priority Lien Agent or any Priority 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 nothing in this Section 2.05(amay 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) shall prevent 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 Priority Lien Agent on behalf of the Priority Lien Secured Parties or any other Priority Lien Secured Party from asserting shall have commenced, and shall be diligently pursuing (or seeking shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enforce enable the commencement and pursuit thereof), the enforcement or exercise of any provision of this Agreement rights or taking remedies with respect to the Collateral or any Second Lien Permitted Actionsuch action or proceeding.

No interference. (a) Each Second The Junior Lien Representative Representative, for itself and on behalf of itself and each Second Junior Lien Secured Party represented by it Party, agrees that, whether or not a Bankruptcy/an Insolvency or Liquidation Proceeding has been commenced by or against any Grantorcommenced, each Junior Lien Secured Party (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Junior Lien Secured Party any preference or priority relative to, any Priority Lien on with respect to the Collateral securing or purporting to secure any of the First Lien Secured Obligationspart thereof, (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, proceeding the validity, allowability, validity or enforceability of any First Priority Lien Secured Obligations or First Priority 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 ObligationsPriority Lien, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other the provisions of this Agreement, (iii) it will not contesttake or cause to be taken any action the purpose or effect of which is, protestor could be, object to, interfere withto 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 Disposition of the Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First Priority Lien Secured Parties Party or the First Priority Lien Representative Agent acting on their behalf, (iv) it shall have no right to (A) direct any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party to exercise any right, remedy or power with respect to the any Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party of any right, remedy or power with respect to the any Collateral, (v) it will not institute any suit or assert in any suit, Bankruptcy/suit or Insolvency or Liquidation Proceeding or other proceeding any claim against any First the Priority Lien Representative Agent or any First other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any First the Priority Lien Representative Agent nor any First other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by any such First the Priority Lien Representative Agent or any such First other Priority Lien Secured Party with respect to any Collateral securing such First Priority 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 Collateral, (vi) it will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a, (viii) shall prevent will not object to, and hereby waives any Second right to object to, forbearance by the Priority Lien Agent or any Priority Lien Secured Party from asserting Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or seeking 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 enforce the Collateral or any provision of this Agreement or taking any Second Lien Permitted Action.similar rights a junior secured creditor may have under applicable law; and