Prohibition on Contesting Liens or Claims. Each of First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, and Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), # the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any First Lien Secured Party in any Collateral or by or on behalf of any Second Lien Secured Party in any Collateral, as the case may be or # the extent, validity, allowability or enforceability of any First Lien Debt or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothing in this Intercreditor Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party or Second Lien Secured Party to enforce this Intercreditor Agreement.

Prohibition on Contesting Liens orNo Challenges to Claims. Each of First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, and Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that itno such Second Lien Secured Parties shall not (and hereby waivesoppose or seek to challenge any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), # the perfection, priority, validity or enforceability of a Lien heldclaim by or for the benefit or on behalf of any First Lien Secured Party for allowance in any CollateralInsolvency or byLiquidation Proceeding of any First Lien Debt, including those consisting of post-petition interest, fees or expenses. First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, agrees that no First Lien Secured Party shall oppose or seek to challenge any claim by any Second Lien Secured Parties for allowance in any Insolvency or Liquidation Proceeding of any Second Lien Secured Party in any Collateral, as the case may beDebt, including those consisting of post-petition interest, fees or # the extent, validity, allowability or enforceability of any First Lien Debt or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothing in this Intercreditor Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party or Second Lien Secured Party to enforce this Intercreditor Agreement.expenses.

Prohibition on Contesting Liens or Claims. Each of First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent,Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties, agreesParties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that it shall not (and hereby waivesFirst Lien Agent or any right to) contest or support anyof the other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), # the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any First Lien Secured PartyParties have in anythe Collateral or by or on behalf of anyotherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Party inParties shall not have any Collateral, as the case may be or # the extent, validity, allowability or enforceability of anyduty to First Lien DebtAgent or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothing in this Intercreditor Agreement shall be construed to prevent or impairany of the rights of anyother First Lien Secured PartyParties to act or Secondrefrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Secured Party to enforce this Intercreditor Agreement.Documents), regardless of any knowledge thereof which they may have or be charged with.

Prohibition on Contesting Liens or Claims. EachFor the avoidance of doubt, the First Lien Agent, for itselfAgent and on behalf of the other First Lien Secured Parties, andParties may, without the consent of Second Lien Agent, for itself and on behalf of thewithout incurring any liabilities to Second Lien Agent or any other Second Lien Secured Parties, agrees that it shall not (and hereby waivesParty and without impairing or releasing the Lien priorities and other benefits provided in this Intercreditor Agreement (even if any right to) contestof subrogation or supportother right or remedy of Second Lien Agent or any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), # the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any First Lien Secured Party in any Collateral or by or on behalf of any Second Lien Secured Party in any Collateral, as the case may beis affected, impaired or # the extent, validity, allowability or enforceability of any First Lien Debt or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothing in this Intercreditor Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party or Second Lien Secured Party to enforce this Intercreditor Agreement.extinguished thereby):

Prohibition on ContestingDocuments, the ownership of any Collateral or the perfection or priority of any Liens or Claims. Each of First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, andthereon. Second Lien Agent,Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), # the perfection, priority, validity or enforceability of a Lien held by or for the benefit or on behalf of any First Lien Secured PartyParties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any Collateralrights or byinterests that Second Lien Agent or on behalfany of anythe other Second Lien Secured PartyParties have in any Collateral,the Collateral or otherwise, except as the case may be or # the extent, validity, allowability or enforceability of any First Lien Debt or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothingotherwise provided in this Intercreditor Agreement shall be construed to prevent or impairAgreement. Neither First Lien Agent nor any of the rights of anyother First Lien Secured PartyParties shall have any duty to Second Lien Agent or any of the other Second Lien Secured PartyParties to enforce this Intercreditor Agreement.act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

Prohibition on Contesting Liens or Claims. Each of FirstSecond Lien Agent, for itself and on behalf of the other First Lien Secured Parties, and Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that itnone of them shall not (and hereby waives any right to) contestobject, contest, or support any other Person inobjecting to or contesting, in# any request by First Lien Agent or any of the other First Lien Secured Parties for adequate protection or any adequate protection provided to First Lien Agent or other First Lien Secured Parties or # any objection by First Lien Agent or any of the other First Lien Secured Parties to any motion, relief, action or proceeding (including any Insolvencybased on a claim of a lack of adequate protection or Liquidation Proceeding), # the perfection, priority, validitypayment of interest, fees, expenses or enforceability of aother amounts to First Lien held byAgent or for the benefit or on behalf of any other First Lien Secured Party inunder Section 506(b) or 506(c) of the Bankruptcy Code or under any Collateral or by or on behalfcomparable provision of any Second Lien Secured Party in any Collateral, as the case may be or # the extent, validity, allowability or enforceability of any First Lien Debt or Second Lien Debt, as applicable, secured or purported to be secured thereby; provided, that, nothing in this Intercreditor Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party or Second Lien Secured Party to enforce this Intercreditor Agreement.other Bankruptcy Law.