Common use of Waiver of Right to Contest Liens Clause in Contracts

Waiver of Right to Contest Liens. Each of ABL Agent, on behalf of the ABL Secured Parties and the Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral Agent, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of the ABL Secured Parties, agrees that none of the ABL Agent or the ABL Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Agent or any Term Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of the ABL Secured Parties, hereby waive any and all rights they or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.

Waiver of Right to Contest Liens. Each of ABL Agent, on behalf of the ABL Secured Parties and the Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Agent and the ABL Secured Parties in respect of the ABL Collateral or Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge ABLShared Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL AgentShared Collateral Agents, on behalf of the ABL Shared Collateral Secured Parties, agrees that none of the ABL Agent Shared Collateral Agents or the ABL Shared Collateral Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term ABL Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge ABL Collateral. Except to the extent expressly set forth in this Agreement, the ABL AgentShared Collateral Agents, on behalf of the ABL Shared Collateral Secured Parties, hereby waive any and all rights they or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender ABL Secured Party seeks to enforce its Liens in any Canadian Pledge ABL Collateral. The foregoing shall not be construed to prohibit the ABL Agent Shared Collateral Agents from enforcing the provisions of this Agreement as to the relative priority of the parties hereto. In addition, for the avoidance of doubt, the ABL Agent, on behalf of the ABL Secured Parties, further agrees that it has no, and will not have, Liens on any of the GeoffreyNon-Shared Collateral and as such, it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the GeoffreyNon-Shared Collateral.

Waiver of Right to Contest Liens. (a) Each of ABL Term Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Term Secured Parties represented by such Shared Collateral Term Agent, agrees that it and they the Term Secured Parties represented by it shall not (and hereby waives waive any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral Collateral, the allowability of the claims asserted by the ABL Secured Parties with respect to the ABL Obligations in any Insolvency Proceeding, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Each Term Agent, for itself and on behalf of the ABL Term Secured PartiesParties represented by such Term Agent, agrees that none of neither it nor the ABL Agent or the ABL Term Secured Parties represented by it will take any action that would hinder or interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term ABL Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, the ABL Each Term Agent, for itself and on behalf of the ABL Term Secured PartiesParties represented by such Term Agent, hereby waive waives any and all rights they it or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Term Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 ABL Lender seeks to enforce its Liens in any Canadian Pledge ABL Priority Collateral. The foregoing shall not be construed to prohibit the ABL any Term Agent from enforcing the provisions of this Agreement as to the relative priority of the parties heretoAgreement.

Waiver of Right to Contest Liens. Each of ABL (a) The Junior Lien Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Junior Lien Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, enforceability or perfection of the Liens of the Shared Collateral Agents Senior Lien Agent and the Shared Collateral other Senior Lien Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL The Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured Parties, agrees that none of the ABL Junior Lien Agent or the ABL other Junior Lien Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Senior Lien Agent or any Term Senior Lien Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, Senior Lien Documents with respect to the Canadian Pledge Collateral. Except to the extent , other than as expressly set forth in permitted by this Agreement, the ABL . The Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured Parties, hereby waive waives any and all rights they it or the ABL Junior Lien Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Senior Lien Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Senior Lien Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Junior Lien Agent from enforcing the provisions of this Agreement as to or any claims it, or any other Junior Lien Secured Party, may have against the relative priority Senior Lien Agent or any other Senior Lien Secured Party that are not the subject matter of the parties heretothis Agreement.

Waiver of Right to Contest Liens. Each of ABL Agent, on behalf of the ABL Secured Parties and the Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the ABL Agent and the ABL Secured Parties in respect of the ABL Collateral or Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL AgentShared Collateral Agents, on behalf of the ABL Shared Collateral Secured Parties, agrees that none of the ABL Agent Shared Collateral Agents or the ABL Shared Collateral Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term ABL Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge ABL Collateral. Except to the extent expressly set forth in this Agreement, the ABL AgentShared Collateral Agents, on behalf of the ABL Shared Collateral Secured Parties, hereby waive any and all rights they or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender ABL Secured Party seeks to enforce its Liens in any Canadian Pledge ABL Collateral. The foregoing shall not be construed to prohibit the ABL Agent Shared Collateral Agents from enforcing the provisions of this Agreement as to the relative priority of the parties hereto. In addition, for the avoidance of doubt, the ABL Agent, on behalf of the ABL Secured Parties, further agrees that it has no Liens on any of the Xxxxxxxx Collateral and as such, it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Xxxxxxxx Collateral.

Waiver of Right to Contest Liens. (a) Each of ABL Second Lien Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral other applicable Second Lien Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, enforceability or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL any First Lien Agent and the ABL other applicable First Lien Secured Parties in respect of as to the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Each Second Lien Agent, for itself and on behalf of the ABL other applicable Second Lien Secured Parties, agrees that none of the ABL such Second Lien Agent or the ABL other applicable Second Lien Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term any First Lien Agent or any Term other applicable First Lien Secured Party under the Term First Lien Documents, or and in accordance with applicable law, against the Collateral, other than as expressly permitted by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, with respect to the Canadian Pledge Collateralthis Agreement. Except to the extent as expressly set forth in permitted by this Agreement, the ABL each Second Lien Agent, for itself and on behalf of the ABL other applicable Second Lien Secured Parties, hereby waive waives any and all rights they it or the ABL other applicable Second Lien Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, to or interfere with the manner in which any Shared Collateral First Lien Agent or any Shared Collateral other First Lien Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except ; subject, however, in all respects to such First Lien Agent’s and such First Lien Secured Parties’ compliance with applicable law; provided that the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise foregoing clause is subject to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its Liens in any Canadian Pledge CollateralSection 2.1. The foregoing shall not be construed to prohibit the ABL any Second Lien Agent from enforcing the provisions of this Agreement as to or any claims it, or any other Second Lien Secured Party, may have against any First Lien Agent or any other First Lien Secured Party that are preserved under this Agreement or are not the relative priority subject matter of the parties heretothis Agreement.

Waiver of Right to Contest Liens. Each of ABL (a) The Junior Lien Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Junior Lien Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding or Fraudulent Conveyance Proceeding), the validity, priority, enforceability, enforceability or perfection of the Liens of the Shared Collateral Agents Senior Lien Agent and the Shared Collateral other Senior Lien Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL The Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured Parties, agrees that none of the ABL Junior Lien Agent or the ABL other Junior Lien Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Senior Lien Agent or any Term Senior Lien Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, Senior Lien Documents with respect to the Canadian Pledge Collateral. Except to the extent , other than as expressly set forth in permitted by this Agreement, the ABL . The Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured Parties, hereby waive waives any and all rights they it or the ABL Junior Lien Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Senior Lien Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Senior Lien Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Junior Lien Agent from enforcing the provisions of this Agreement as to or any claims it, or any other Junior Lien Secured Party, may have against the relative priority Senior Lien Agent or any other Senior Lien Secured Party that are not the subject matter of the parties heretothis Agreement.

Waiver of Right to Contest Liens. (a) Each of ABL the First Lien Notes Agent, for and on behalf of itself, the ABL First Lien Notes Secured Parties Parties, and the Shared Collateral Agents, on behalf of the Shared Collateral Future Notes Indebtedness Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validityperfection, priority, enforceability, validity or perfection enforceability of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral Collateral, the allowability of claims asserted with respect to the ABL Obligations, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL First Lien Notes Agent, for itself and on behalf of the ABL First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, agrees that none of the ABL Agent First Lien Notes Agent, the First Lien Notes Secured Parties or the ABL Future Notes Indebtedness Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term ABL Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, the ABL First Lien Notes Agent, for itself and on behalf of the ABL First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, hereby waive waives any and all rights they it, the First Lien Notes Secured Parties or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Future Notes Indebtedness Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender ABL Secured Party seeks to enforce its Liens in any Canadian Pledge ABL Priority Collateral. The foregoing shall not be construed to prohibit the ABL First Lien Notes Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.

Waiver of Right to Contest Liens. (a) Each of ABL (x) the Second Lien Collateral Agent, for and on behalf of the ABL Secured Parties itself and the Shared Second Lien Secured Parties, and (y) the Third Lien Collateral AgentsAgent, for and on behalf of itself and the Shared Collateral Third Lien Secured Parties represented by such Shared Collateral AgentParties, severally agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared First Lien Collateral Agents Agent and the Shared Collateral First Lien Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Common Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, each of the ABL (x) Second Lien Collateral Agent, for itself and on behalf of the ABL Second Lien Secured Parties, and (y) the Third Lien Collateral Agent, for itself and on behalf of the Third Lien Secured Parties, severally agrees that none of the ABL Agent or the ABL Secured Parties it will not take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term First Lien Collateral Agent or any Term First Lien Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, First Lien Documents with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of the ABL Secured Parties, hereby waive any and all rights they or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Common Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu of (x) the Second Lien Collateral Agent, for itself and on behalf of the Additional Pari Passu Second Lien Secured Parties represented by itParties, and (y) the Third Lien Collateral Agent, for itself and the Third Lien Secured Parties, hereby waive waives any and all rights they or the Additional Pari Passu Secured Parties it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term First Lien Collateral Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender First Lien Secured Party seeks to enforce its Liens in any Canadian Pledge Common Collateral. The foregoing shall not be construed to prohibit the ABL Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.

Waiver of Right to Contest Liens. Each of ABL AgentThe Collateral Agent agrees, on behalf of itself, the ABL Secured Parties Trustee, and the Shared Collateral AgentsNoteholders, that it and they shall not (and hereby waives, on behalf of itself and the Shared Noteholders any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Senior Agent in respect of the Collateral Secured Parties represented by such Shared or the validity, priority, enforceability, or perfection of the Liens of the XX Xxxx'x Agent in respect of the XX Xxxx'x Collateral . The Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders, agrees that neither the Collateral Agent nor the Trustee will take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents or the exercise of remedies undertaken by the XX Xxxx'x Agent under the XX Xxxx'x Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise. The Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders, hereby waives any and all rights it, the Trustee, or the Noteholders may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which (a) the Senior Agent seeks to enforce the Liens in any portion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the Collateral even if any portion of the Liens securing the Credit Agreement Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise) or (b) the XX Xxxx'x Agent seeks to enforce the Liens in any portion of the XX Xxxx'x Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the XX Xxxx'x Collateral even if any portion of the Liens securing the XX Xxxx'x Credit Agreement Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise). The Senior Agent, for itself and the Senior Lenders, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties Agent in respect of the Canadian Pledge Collateral or the validity, priority, enforceability, or perfection of the Liens of the ABL XX Xxxx'x Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or XX Xxxx'x Collateral. Following the provisions Discharge of this Agreement. Except to the extent expressly set forth in this AgreementCredit Agreement Secured Obligations, the ABL Senior Agent, on behalf of itself and the ABL Secured PartiesSenior Lenders, agrees that none of the ABL Agent or the ABL Secured Parties it will not take any action that would interfere with hinder any Exercise exercise of Secured Creditor Remedies remedies undertaken by the Term Agent Collateral Agent, the Trustee, or any Term Secured Party Noteholder under the Term Indenture Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by any Additional Pari Passu Agent foreclosure or Additional Par Passu otherwise. Following the Discharge of Credit Agreement Secured Party under any Additional Par Passu Document, with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this AgreementObligations, the ABL Senior Agent, on behalf of itself and the ABL Secured PartiesSenior Lenders, hereby waive waives any and all rights they or the ABL Secured Parties it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared the Collateral Agent Agent, the Trustee or any Shared Collateral Secured Party Noteholder seeks to enforce its the Liens in any Canadian Pledge Collateral. Except portion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the extent expressly Collateral even if any portion of the Liens securing the Indenture Secured Obligations are avoided, disallowed, set forth aside, or otherwise invalidated in this Agreementany judicial proceeding or otherwise). Following the Discharge of XX Xxxx'x Credit Agreement Secured Obligations, each Additional Pari Passu the XX Xxxx'x Agent, on behalf of itself and the Additional Pari Passu XX Xxxx'x Lenders, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the Collateral Agent, the Trustee, or any Noteholder under the Indenture Loan Documents or by the Senior Agent or Senior Lenders under the Senior Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise. Following the Discharge of XX Xxxx'x Credit Agreement Secured Parties represented by itObligations, the XX Xxxx'x Agent, on behalf of itself and the XX Xxxx'x Lenders, hereby waive waives any and all rights they or the Additional Pari Passu Secured Parties it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of Senior Agent, any Senior Lenders, Collateral Agent, the Term B-4 Lenders) Trustee or any Term B-4 Lender Noteholder seeks to enforce its the Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit portion of the ABL Agent from enforcing Collateral (it being understood and agreed that the provisions terms of this Agreement as shall govern with respect to the relative priority XX Xxxx'x Collateral even if any portion of the parties hereto.Liens securing the Indenture Secured Obligations or the Credit Agreement Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise)

Waiver of Right to Contest Liens. Each of ABL AgentThe Second Lien Notes Trustee, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Second Lien Notes Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the amount, validity, priority, enforceability, enforceability or perfection of the First Lien Obligations or the Liens of the Shared Collateral Agents and First Lien Agent or the Shared Collateral First Lien Secured Parties in respect of the Canadian Pledge Collateral or Liens any of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this AgreementThe Second Lien Notes Trustee, the ABL Agent, for itself and on behalf of the ABL Second Lien Notes Secured Parties, agrees that none of the ABL Agent Second Lien Notes Trustee or the ABL Second Lien Notes Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term First Lien Agent or any Term First Lien Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, First Lien Documents with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this AgreementThe Second Lien Notes Trustee, the ABL Agent, for itself and on behalf of the ABL Second Lien Notes Secured Parties, hereby waive waives any and all rights they it or the ABL Second Lien Notes Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral First Lien Agent or any Shared Collateral First Lien Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Agent Second Lien Notes Trustee from enforcing the provisions of this Agreement as or otherwise acting in accordance with this Agreement. The First Lien Agent, for and on behalf of itself and the First Lien Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the relative priority amount, validity, priority, enforceability or perfection of the parties heretoSecond Lien Notes Obligations or the Liens of the Second Lien Notes Trustee or the Second Lien Secured Parties in respect of any of the Collateral or the provisions of this Agreement.

Waiver of Right to Contest Liens. Each of ABL (a) Except as may separately otherwise be agreed by and between or among the applicable Secured Party Agents, the 2025 Notes Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral Agent2025 Notes Creditors, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties Lenders in respect of the Collateral or the ABL Canadian Pledge Collateral Collateral, the Liens of any Additional Agent and any Additional Creditors in respect of the Collateral, the allowability of the respective claims asserted by the ABL Secured Parties or the Additional Creditors, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL 2025 Notes Agent, for itself and on behalf of the ABL Secured Parties2025 Notes Creditors, agrees that none of neither the ABL 2025 Notes Agent or the ABL Secured Parties nor any 2025 Notes Creditor represented thereby will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term Secured Party ABL Lender under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the ABL Priority Collateral or the ABL Canadian Pledge Collateral, or any Exercise of Secured Creditor Remedies undertaken by any Additional Agent or any Additional Creditor under any Additional Documents with respect to the Non-ABL Priority Collateral. Except to the extent expressly set forth in this AgreementAgreement or as may be separately otherwise agreed by and between or among any applicable Secured Party Agents, the ABL 2025 Notes Agent, for itself and on behalf of the ABL Secured Parties2025 Notes Creditors, hereby waive waives any and all rights they it or the ABL Secured Parties such 2025 Notes Creditors may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have (x) as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 ABL Lender seeks to enforce its Liens in any ABL Priority Collateral or ABL Canadian Pledge Collateral or (y) as a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Additional Agent or any Additional Creditor seeks to enforce its Liens in any Non-ABL Priority Collateral. The foregoing shall not be construed to prohibit the ABL Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.

Waiver of Right to Contest Liens. Each of ABL AgentThe Collateral Agent agrees, on behalf of itself, the ABL Secured Parties Trustee, and the Shared Collateral AgentsNoteholders, that it and they shall not (and hereby waives, on behalf of itself and the Shared Collateral Secured Parties represented by such Shared Noteholders any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Agent or Lenders in respect of the Collateral. Prior to Discharge of the Loan Agreement Priority Obligations, the Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders, agrees that none of the Collateral Agent, the Trustee, or the Noteholders will take any action that would hinder any exercise of remedies undertaken by the Agent or Lenders under the Lender Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise. Prior to Discharge of the Loan Agreement Priority Obligations, the Collateral Agent, for itself, the Trustee, and on behalf of the Noteholders, hereby waives any and all rights it, the Trustee, or the Noteholders may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which the Agent or Lenders seek to enforce the Liens in any portion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the Collateral even if any portion of the Liens securing the Loan Agreement Priority Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise). The Agent, for and on behalf of itself and the Lenders, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties Agent in respect of the Canadian Pledge Collateral or Liens Collateral. Following the Discharge of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this AgreementLoan Agreement Priority Obligations, the ABL Agent, for and on behalf of itself and the ABL Secured PartiesLenders, agrees that none of the ABL Agent or the ABL Secured Parties it will not take any action that would interfere with hinder any Exercise exercise of Secured Creditor Remedies remedies undertaken by the Term Agent Collateral Agent, the Trustee, or any Term Secured Party Noteholder under the Term Indenture Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by any Additional Pari Passu Agent foreclosure or Additional Par Passu Secured Party under any Additional Par Passu Document, with respect to otherwise. Following the Canadian Pledge Collateral. Except to the extent expressly set forth in this AgreementDischarge of Loan Agreement Priority Obligations, the ABL Agent, on behalf of the ABL Secured Parties, Agent hereby waive waives any and all rights they or the ABL Secured Parties it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of Collateral Agent, the Term B-4 Lenders) Trustee or any Term B-4 Lender Noteholder seeks to enforce its the Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit portion of the ABL Agent from enforcing Collateral (it being understood and agreed that the provisions terms of this Agreement as shall govern with respect to the relative priority Collateral even if any portion of the parties heretoLiens securing the Indenture Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise).

Waiver of Right to Contest Liens. (d) Each of ABL the First Lien Notes Agent, for and on behalf of itself, the ABL First Lien Notes Secured Parties Parties, and the Shared Collateral Agents, on behalf of the Shared Collateral Future Notes Indebtedness Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validityperfection, priority, enforceability, validity or perfection enforceability of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral Collateral, the allowability of claims asserted with respect to the ABL Obligations, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL First Lien Notes Agent, for itself and on behalf of the ABL First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, agrees that none of the ABL Agent First Lien Notes Agent, the First Lien Notes Secured Parties or the ABL Future Notes Indebtedness Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term ABL Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, the ABL First Lien Notes Agent, for itself and on behalf of the ABL First Lien Notes Secured Parties and the Future Notes Indebtedness Secured Parties, hereby waive waives any and all rights they it, the First Lien Notes Secured Parties or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Future Notes Indebtedness Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender ABL Secured Party seeks to enforce its Liens in any Canadian Pledge ABL Priority Collateral. The foregoing shall not be construed to prohibit the ABL First Lien Notes Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.

Waiver of Right to Contest Liens. Each of ABL Junior Lien Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Junior Lien Secured Parties represented by such Shared Collateral Agentit, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, enforceability or perfection of the Liens of the Shared Collateral Senior Lien Agents and the Shared Collateral other Senior Lien Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Each Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured PartiesParties represented by it, agrees that none of the ABL Agent Junior Lien Agents or the ABL other Junior Lien Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term any Senior Lien Agent or any Term Senior Lien Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, Senior Lien Documents with respect to the Canadian Pledge Collateral. Except to the extent , other than as expressly set forth in permitted by this Agreement, the ABL . Each Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured PartiesParties represented by it, hereby waive waives any and all rights they it or the ABL Junior Lien Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Senior Lien Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Senior Lien Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Junior Lien Agent from enforcing the provisions of this Agreement as or any claims it, or any other Junior Lien Secured Party, may have against the Senior Lien Agent or any other Senior Lien Secured Party that are not the subject matter of this Agreement. The Senior Lien Agent, for and on behalf of itself and the Senior Lien Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the relative priority validity, priority, enforceability or perfection of the parties heretoLiens of the Junior Lien Agent or the other Junior Lien Secured Parties in respect of the Collateral or the provisions of this Agreement. The foregoing shall not be construed to prohibit the Senior Lien Agent or any other Senior Lien Secured Party from enforcing the provisions of this Agreement.

Waiver of Right to Contest Liens. Each of ABL (a) The Term Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral AgentTerm Lenders, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties Lenders in respect of the Collateral (including the ABL Canadian Pledge Collateral Collateral), the Liens of any Additional Agent and any Additional Creditors in respect of the Collateral, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Term Agent, for itself and on behalf of the ABL Secured PartiesTerm Lenders, agrees that none of the ABL Term Agent or the ABL Secured Parties Term Lenders will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term Secured Party ABL Lender under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the ABL Priority Collateral (including the ABL Canadian Pledge Collateral), or any Exercise of Secured Creditor Remedies undertaken by any Additional Agent or any Additional Creditor under any Additional Documents with respect to the Term Priority Collateral. Except to the extent expressly set forth in this Agreement, the ABL Term Agent, for itself and on behalf of the ABL Secured PartiesTerm Lenders, hereby waive waives any and all rights they it or the ABL Secured Parties Term Lenders may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have (x) as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 ABL Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit ABL Priority Collateral (including the ABL Canadian Collateral) or (y) as a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Additional Agent from enforcing the provisions of this Agreement as or any Additional Creditor seeks to the relative priority of the parties heretoenforce its Liens in any Term Priority Collateral.

Waiver of Right to Contest Liens. Each of ABL AgentThe Trustee agrees, on behalf of the ABL Secured Parties itself and the Shared Collateral AgentsNoteholders, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral Agent, agrees that it and they shall not (and hereby waives waives, on behalf of itself and the Noteholders, any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties Agent in respect of the Canadian Pledge Collateral or Liens of the ABL Agent Collateral. The Trustee, for itself and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of the ABL Secured PartiesNoteholders, agrees that none of the ABL Agent Trustee or the ABL Secured Parties Noteholders will take any action that would interfere with hinder any Exercise exercise of Secured Creditor Remedies remedies undertaken by the Term Agent or any Term Secured Party Lender under the Term Lender Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by any Additional Pari Passu Agent foreclosure or Additional Par Passu Secured Party under any Additional Par Passu Documentotherwise. The Trustee, with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, the ABL Agent, for itself and on behalf of the ABL Secured PartiesNoteholders, hereby waive waives any and all rights they it or the ABL Secured Parties Noteholders may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral the Agent or any Shared Collateral Secured Party Lender seeks to enforce its the Liens in any Canadian Pledge Collateral. Except portion of the Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to the extent expressly Collateral even if any portion of the Liens securing the Loan Agreement Secured Obligations are avoided, disallowed, set forth aside, or otherwise invalidated in this Agreementany judicial proceeding or otherwise). The Agent, each Additional Pari Passu Agentfor and on behalf of itself and the Lenders, agrees that it and they shall not (and hereby waives, on behalf of itself and the Additional Pari Passu Lenders, any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Trustee in respect of the Collateral (in all cases subject to the Lien Priority). Following the Discharge of Loan Agreement Secured Parties represented Obligations, the Agent agrees, for and on behalf of itself and the Lenders, that none of the Agent or the Lenders will take any action that would hinder any exercise of remedies undertaken by itthe Trustee or any Noteholder under the Indenture Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by foreclosure or otherwise. Following the Discharge of Loan Agreement Secured Obligations, the Agent, for and on behalf of itself and the Lenders, hereby waive waives any and all rights they it or the Additional Pari Passu Secured Parties Lenders may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) Trustee or any Term B-4 Lender Noteholder seeks to enforce its the Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit portion of the ABL Agent from enforcing Collateral (it being understood and agreed that the provisions terms of this Agreement as shall govern with respect to the relative priority Collateral even if any portion of the parties heretoLiens securing the Indenture Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise).

Waiver of Right to Contest Liens. (a) Each of ABL the First Lien Term Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral AgentsFirst Lien Term Lenders, and the First Lien Notes Agent, for and on behalf of itself, the Shared Collateral First Lien Notes Secured Parties represented by such Shared Collateral AgentParties, and the Future Term Loan/Notes Indebtedness Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties Lenders in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL First Lien Term Agent, for itself and on behalf of the First Lien Term Lenders, agrees that none of the First Lien Term Agent or the First Lien Term Lenders will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Agent or any ABL Lender under the ABL Documents with respect to the ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, the First Lien Notes Agent, for itself and on behalf of the First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, agrees that none of the ABL Agent First Lien Notes Agent, the First Lien Notes Secured Parties or the ABL Future Term Loan/Notes Indebtedness Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term Secured Party ABL Lender under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, the ABL First Lien Term Agent, for itself and on behalf of the ABL Secured PartiesFirst Lien Term Lenders, hereby waive waives any and all rights they it or the ABL Secured Parties First Lien Term Lenders may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral the ABL Agent or any Shared Collateral Secured Party ABL Lender seeks to enforce its Liens in any Canadian Pledge ABL Priority Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu the First Lien Notes Agent, for itself and on behalf of the Additional Pari Passu First Lien Notes Secured Parties represented by itand the Future Term Loan/Notes Indebtedness Secured Parties, hereby waive waives any and all rights they it, the First Lien Notes Secured Parties or the Additional Pari Passu Future Term Loan/Notes Indebtedness Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 ABL Lender seeks to enforce its Liens in any Canadian Pledge ABL Priority Collateral. The foregoing shall not be construed to prohibit the ABL any Term Loan/Notes Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.

Waiver of Right to Contest Liens. Each Prior to the Discharge of ABL Agentthe Loan Agreement Secured Obligations, the Collateral Agent agrees, on behalf of itself, the ABL Secured Parties Trustee and the Shared Collateral AgentsNoteholders, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral Agent, agrees that it and they shall not (and hereby waives waives, on behalf of itself, the Trustee and the Noteholders, any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency or Liquidation Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties Agent in respect of the Canadian Pledge Collateral. The Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this AgreementAgent, for itself, the ABL AgentTrustee, and on behalf of the ABL Secured PartiesNoteholders, agrees that none of the ABL Agent Collateral Agent, the Trustee, or the ABL Secured Parties Noteholders will take any action that would interfere with hinder any Exercise exercise of Secured Creditor Remedies remedies undertaken by the Term Agent or any Term Secured Party Lender under the Term DocumentsLender Loan Documents in respect of the Collateral, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by any Additional Pari Passu Agent foreclosure or Additional Par Passu Secured Party otherwise (other than as expressly permitted under any Additional Par Passu DocumentSection 2.03 and Section 2.04(d)). The Collateral Agent, with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreementfor itself, the ABL AgentTrustee, and on behalf of the ABL Secured PartiesNoteholders, hereby waive waives any and all rights they it, the Trustee, or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties Noteholders may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its the Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit portion of the ABL Agent from enforcing Collateral (other than as expressly permitted under Section 2.03 and Section 2.04(d)), and the provisions parties hereto agree that the terms of this Agreement as shall govern with respect to the relative priority Collateral, even if any portion of the parties heretoLiens securing the Loan Agreement Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise. The Agent, for and on behalf of itself and the Lenders, agrees that it and they shall not (and hereby waives, on behalf of itself and the Lenders, any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency or Liquidation Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Collateral Agent in respect of the Collateral.

Waiver of Right to Contest Liens. Each of ABL The Junior Lien Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Junior Lien Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, enforceability or perfection of the Liens of the Shared Collateral Agents Senior Lien Agent and the Shared Collateral other Senior Lien Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL The Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured Parties, agrees that none of the ABL Junior Lien Agent or the ABL other Junior Lien Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Senior Lien Agent or any Term Senior Lien Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, Senior Lien Documents with respect to the Canadian Pledge Collateral. Except to the extent , other than as expressly set forth in permitted by this Agreement, the ABL . The Junior Lien Agent, for itself and on behalf of the ABL Junior Lien Secured Parties, hereby waive waives any and all rights they it or the ABL Junior Lien Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Senior Lien Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Senior Lien Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Junior Lien Agent from enforcing the provisions of this Agreement as or any claims it, or any other Junior Lien Secured Party, may have against the Senior Lien Agent or any other Senior Lien Secured Party that are not the subject matter of this Agreement. The Senior Lien Agent, for and on behalf of itself and the Senior Lien Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the relative priority validity, priority, enforceability or perfection of the parties heretoLiens of the Junior Lien Agent or the other Junior Lien Secured Parties in respect of the Collateral or the provisions of this Agreement. The foregoing shall not be construed to prohibit the Senior Lien Agent or any other Senior Lien Secured Party from enforcing the provisions of this Agreement.

Waiver of Right to Contest Liens. (a) Each of ABL Term Collateral Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Other Applicable Term Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared ABL Collateral Agents and Agent or the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the other ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL each Term Collateral Agent, for itself and on behalf of the ABL Other Applicable Term Secured Parties, agrees that none of neither such Term Collateral Agent nor the ABL Agent or the ABL Other Applicable Term Secured Parties will take any action that would interfere with any Exercise of Any Secured Creditor Remedies undertaken by the Term ABL Collateral Agent or any Term Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu other ABL Secured Party under any Additional Par Passu Document, ABL Documents with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of the ABL Secured Parties, hereby waive any and all rights they or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Priority Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Term Collateral Agent, for itself and on behalf of the Additional Pari Passu Other Applicable Term Secured Parties represented by itParties, hereby waive waives any and all rights they it or the Additional Pari Passu Other Applicable Term Secured Parties may have (as a junior lien creditor or otherwise otherwise) to contest, protest, object to, or interfere with the manner in which the Term ABL Collateral Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender other ABL Secured Party seeks to enforce its Liens in any Canadian Pledge ABL Priority Collateral. The foregoing shall not be construed to prohibit the ABL any Term Collateral Agent from enforcing the provisions of this Agreement as to the relative priority of the parties heretoAgreement.

Waiver of Right to Contest Liens. Each of ABL Junior Priority Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Junior Priority Secured Parties represented by such Shared Collateral Agentthereby, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, enforceability or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral any Senior Priority Secured Parties Party in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral Collateral, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL each Junior Priority Agent, for and on behalf of itself and the ABL Junior Priority Secured PartiesParties represented thereby, agrees that no Junior Priority Agent or Junior Priority Creditor will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by any Senior Priority Secured Party under the Senior Priority Documents with respect to the Collateral. Except to the extent expressly set forth in this Agreement, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Secured Parties represented thereby, hereby waives any and all rights it or such Junior Priority Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any Senior Priority Secured Party seeks to enforce its Liens in any Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Secured Parties represented thereby, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability or perfection of the Liens of any other Senior Priority Agent or any Senior Priority Secured Parties represented thereby, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, or as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Secured Parties represented thereby, agrees that none of such Senior Priority Agent and such Senior Priority Secured Parties represented thereby will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by, and not prohibited under this Agreement to be undertaken by, any other Controlling Senior Priority Secured Party under any applicable Senior Priority Documents with respect to the ABL Collateral. Except to the extent expressly set forth in this Agreement, or as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Secured Parties represented thereby, hereby waives any and all rights it or such Senior Priority Secured Parties may have as a pari passu lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any other Senior Priority Agent or any Senior Priority Secured Party represented thereby seeks to enforce its Liens in any Collateral so long as such other Senior Priority Agent or Senior Priority Secured Party represented thereby is not prohibited from taking such action under this Agreement. Except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and any Junior Priority Secured Parties represented thereby, each Junior Priority Agent, for and on behalf of itself and the ABL Junior Priority Secured Parties represented thereby, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability or perfection of the Liens of any other Junior Priority Agent or any Junior Priority Secured Parties represented by such other Junior Priority Agent, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, or as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Secured Parties represented thereby, agrees that none of such Junior Priority Agent and Junior Priority Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Agent or by, and not prohibited under this Agreement to be undertaken by, any Term Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Controlling Junior Priority Secured Party under any Additional Par Passu Document, applicable Junior Priority Documents with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, the ABL or as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, each Junior Priority Agent, for and on behalf of itself and the ABL Junior Priority Secured PartiesParties represented thereby, hereby waive waives any and all rights they it or the ABL such Junior Priority Secured Parties may have as a junior pari passu lien creditor or otherwise to contest, protest, object to, to or interfere with the manner in which any Shared Collateral other Junior Priority Agent or any Shared Collateral Junior Priority Secured Party represented by such other Junior Priority Agent seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in Collateral so long as such other Junior Priority Agent or Junior Priority Creditor is not prohibited from taking such action under this Agreement, each Additional Pari Passu Agent, on behalf . The assertion of priority rights established under the terms of this Agreement or in any separate writing contemplated hereby between any of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing parties hereto shall not be construed considered a challenge to prohibit the ABL Agent from enforcing the provisions of this Agreement as to the relative Lien priority of the parties heretoany Party prohibited by this Section 2.2.

Waiver of Right to Contest Liens. (a) Each of ABL Junior Priority Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral AgentsJunior Priority Creditors represented thereby, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of, or the allowability of any claims asserted by, any Senior Priority Agent or any Senior Priority Creditor in respect of the Collateral, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, each Junior Priority Agent, for and on behalf of itself and the Shared Collateral Junior Priority Creditors represented thereby, agrees that no Junior Priority Agent or Junior Priority Creditor will take any action that would interfere with any Exercise of Secured Parties Creditor Remedies undertaken by any Senior Priority Agent or any Senior Priority Creditor under the Senior Priority Documents with respect to the Collateral. Except to the extent expressly set forth in this Agreement, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby waives any and all rights it or such Junior Priority Creditors may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any Senior Priority Agent or any Senior Priority Creditor seeks to enforce its Liens in any Collateral. (b) Except as may be separately otherwise agreed in writing by such Shared Collateral and between or among any applicable Junior Priority Agents, in each case on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties any other Junior Priority Agent or any other Junior Priority Creditor in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral Collateral, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL or as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, each Junior Priority Agent, for and on behalf of itself and the ABL Secured PartiesJunior Priority Creditors represented thereby, agrees that none of the ABL such Junior Priority Agent or the ABL Secured Parties and Junior Priority Creditors will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term any Junior Priority Agent or any Term Secured Party Junior Priority Creditor under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, the ABL Agent, on behalf of the ABL Secured Parties, hereby waive any and all rights they or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit the ABL Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.the

Waiver of Right to Contest Liens. Each of ABL (a) The Term Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Term Secured Parties represented by such Shared Collateral AgentParties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties in respect of the Canadian Pledge Collateral or the provisions of this Agreement. The Term Agent, for itself and on behalf of the Term Secured Parties, agrees that none of the Term Agent or the Term Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Agent or any ABL Secured Party under the ABL Documents with respect to the ABL Priority Collateral. The Term Agent, for itself and on behalf of the Term Secured Parties, hereby waives any and all rights it or the Term Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Agent or any ABL Lender seeks to enforce its Liens in any ABL Priority Collateral. The foregoing shall not be construed to prohibit the Term Agent from enforcing the provisions of this Agreement or otherwise acting in accordance with this Agreement. (b) The ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Term Agent or the Term Secured Parties in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Agent, for itself and on behalf of the ABL Secured Parties, agrees that none of the ABL Agent or the ABL Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Agent or any Term Secured Party under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, Documents with respect to the Canadian Pledge Term Priority Collateral. Except to the extent expressly set forth in this Agreement, the The ABL Agent, for itself and on behalf of the ABL Secured Parties, hereby waive waives any and all rights they it or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral the Term Agent or any Shared Collateral Term Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 Lender seeks to enforce its Liens in any Canadian Pledge Priority Collateral. The foregoing shall not be construed to prohibit the ABL Agent from enforcing the provisions of this Agreement as to the relative priority of the parties hereto.or otherwise acting in accordance with this Agreement. 16 Section 2.3

Waiver of Right to Contest Liens. Each of ABL (a) Except as may separately otherwise be agreed by and between or among the applicable Secured Party Agents, the Cash Flow Agent, for and on behalf of the ABL Secured Parties itself and the Shared Collateral Agents, on behalf of the Shared Collateral Secured Parties represented by such Shared Collateral AgentCash Flow Lenders, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties in respect of the Canadian Pledge Collateral or Liens of the ABL Agent and the ABL Secured Parties Lenders in respect of the Collateral (including the ABL Canadian Pledge Collateral Collateral), the Liens of any Additional Agent and any Additional Creditors in respect of the Collateral, or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Cash Flow Agent, on behalf of itself and the ABL Secured PartiesCash Flow Lenders, agrees that none of neither the ABL Cash Flow Agent or the ABL Secured Parties nor any Cash Flow Lender will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term ABL Agent or any Term Secured Party ABL Lender under the Term Documents, or by any Additional Pari Passu Agent or Additional Par Passu Secured Party under any Additional Par Passu Document, ABL Documents with respect to the ABL Priority Collateral (including the ABL Canadian Pledge Collateral), or any Exercise of Secured Creditor Remedies undertaken by any Additional Agent or any Additional Creditor under any Additional Documents with respect to the Cash Flow Facilities Priority Collateral. Except to the extent expressly set forth in this AgreementAgreement or as may be separately otherwise agreed by and between or among any applicable Secured Party Agents, the ABL Cash Flow Agent, on behalf of itself and the ABL Secured PartiesCash Flow Lenders, hereby waive waives any and all rights they it or the ABL Secured Parties such Cash Flow Lenders may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have (x) as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term ABL Agent (acting on behalf of the Term B-4 Lenders) or any Term B-4 ABL Lender seeks to enforce its Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit ABL Priority Collateral (including the ABL Canadian Collateral) or (y) as a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Additional Agent from enforcing the provisions of this Agreement as or any Additional Creditor seeks to the relative priority of the parties heretoenforce its Liens in any Cash Flow Facilities Priority Collateral.

Waiver of Right to Contest Liens. Each The Collateral Agent agrees, on behalf of ABL itself, the Trustee, and the Noteholders, that it and they shall not (and hereby waives, on behalf of itself, the Trustee and the Noteholders any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Agent or Lenders in respect of the Collateral. Prior to Discharge of the Loan Agreement Secured Obligations, the Collateral Agent, on behalf of itself, the ABL Secured Parties Trustee, and the Shared Noteholders, agrees that none of the Collateral AgentsAgent, the Trustee, or the Noteholders will take any action that would hinder any exercise of remedies undertaken by the Agent or Lenders under the Lender Loan Documents with respect to the Lender Priority Collateral, including any public or private sale, lease, exchange, transfer, or other disposition of the Lender Priority Collateral, whether by foreclosure or otherwise. Prior to Discharge of the Loan Agreement Secured Obligations, the Collateral Agent, for itself, the Trustee, and on behalf of the Shared Noteholders, hereby waives any and all rights it, the Trustee, or the Noteholders may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which the Agent or Lenders seek to enforce the Liens in any portion of the Lender Priority Collateral (it being understood and agreed that the terms of this Agreement shall govern with respect to such Collateral even if any portion of the Liens securing the Loan Agreement Secured Parties represented by such Shared Collateral Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise). The Agent, for and on behalf of itself and the Lenders, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the Shared Collateral Agents and the Shared Collateral Secured Parties Agent in respect of the Canadian Pledge Collateral Collateral. Following the Discharge of Loan Agreement Secured Obligations or Liens of the ABL Agent and the ABL Secured Parties in solely with respect of the Canadian Pledge Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this AgreementIndenture Priority Collateral at any time prior thereto, the ABL Agent, for and on behalf of itself and the ABL Secured PartiesLenders, agrees that none of the ABL Agent or the ABL Secured Parties it will not take any action that would interfere with hinder any Exercise exercise of Secured Creditor Remedies remedies undertaken by the Term Agent Collateral Agent, the Trustee, or any Term Secured Party Noteholder under the Term Indenture Loan Documents, including any public or private sale, lease, exchange, transfer, or other disposition of the Collateral, whether by any Additional Pari Passu Agent foreclosure or Additional Par Passu otherwise. Following the Discharge of Loan Agreement Secured Party under any Additional Par Passu Document, Obligations or solely with respect to the Canadian Pledge Collateral. Except to the extent expressly set forth in this AgreementIndenture Priority Collateral at any time prior thereto, the ABL Agent, on behalf of the ABL Secured Parties, Agent hereby waive waives any and all rights they or the ABL Secured Parties it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Shared Collateral Agent or any Shared Collateral Secured Party seeks to enforce its Liens in any Canadian Pledge Collateral. Except to the extent expressly set forth in this Agreement, each Additional Pari Passu Agent, on behalf of the Additional Pari Passu Secured Parties represented by it, hereby waive any and all rights they or the Additional Pari Passu Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Agent (acting on behalf of Collateral Agent, the Term B-4 Lenders) Trustee or any Term B-4 Lender Noteholder seeks to enforce its the Liens in any Canadian Pledge Collateral. The foregoing shall not be construed to prohibit portion of the ABL Agent from enforcing Collateral (it being understood and agreed that the provisions terms of this Agreement as shall govern with respect to the relative priority such Collateral even if any portion of the parties heretoLiens securing the Indenture Secured Obligations are avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise).