Common use of No Contest Clause in Contracts

No Contest. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that, prior to the Discharge of the Loan Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) (a) any request by the Agent, for and on behalf of itself and the Lenders, for adequate protection, or (b) any objection by the Agent, for and on behalf of itself and the Lenders, to any motion, relief, action, or proceeding based on the Agent claiming that their interests in the Collateral are not adequately protected or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself and the Lenders, is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral Agent, on behalf of itself, the Trustee, and any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority. In the event the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of the Noteholders, agrees that the Agent also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financing), that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations, and any such DIP Financing and any other Liens granted to the Agent as adequate protection on the same basis as the other Liens securing the Indenture Secured Obligations are subordinated to the Loan Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien Priority. Nothing contained herein shall prohibit or in any way limit the Agent, prior to the Discharge of the Loan Agreement Secured Obligations, from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Documents or otherwise.

No Contest. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that, prior to the Discharge of the Loan Credit Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) (a) any request by the Agent, for and on behalf of itself and the Lenders, Senior Agent for adequate protection, or (b) any objection by the Agent, for and on behalf of itself and the Lenders, Senior Agent to any motion, relief, action, or proceeding based on the Senior Agent claiming that their interests in the Collateral are not adequately protected or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself and the Lenders, Senior Agent is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral Agent, on behalf of itself, the Trustee, and or any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Credit Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority. In the event the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of the Noteholders, agrees that the Senior Agent also shall be granted a senior Lien on such additional collateral as security for the Loan Credit Agreement Secured Obligations (and for any such DIP Financing), ) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Credit Agreement Secured Obligations, Obligations and any such DIP Financing and any other Liens granted to the Senior Agent as adequate protection on the same basis as the other Liens securing the Indenture Secured Obligations are subordinated to the Loan Credit Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien Priority. Nothing contained herein shall prohibit or in any way limit the Senior Agent, prior to the Discharge of the Loan Credit Agreement Secured Obligations, from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Indenture Loan Documents or otherwise.

No Contest. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that, prior (a) Prior to the Discharge of the Loan Agreement Secured ABL Obligations, none of them the Cash Flow Collateral Agents or the Cash Flow Collateral Secured Parties shall contest (or support any other Person contesting) (ai) any request by the Agent, for and on behalf of itself and the Lenders, ABL Agent or any ABL Lender for adequate protectionprotection of its interest in the Collateral, or (bii) any objection by the Agent, for and on behalf of itself and the Lenders, ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent claiming or any ABL Lender that their its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding ), so long as any Liens granted to the foregoingABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by, in and solely as between, any Insolvency or Liquidation Proceeding, if the Additional Agent, for and on behalf of itself and the LendersAdditional Creditors represented thereby, is granted adequate protection in and the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral ABL Agent, on behalf of itselfitself and the ABL Lenders, with respect to the TrusteeCash Flow Priority Collateral). (b) Prior to the Discharge of Cash Flow Collateral Obligations with respect to Cash Flow Collateral Obligations held by any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby, and any none of the Noteholders, may seek ABL Agent or the ABL Lenders shall contest (or support any other Person contesting) (i) any request by such Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby for adequate protection of its interest in the form Collateral (unless in contravention of Section 6.1(a) hereof), or (ii) any objection by such Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby to any motion, relief, action or proceeding based on a Lien on claim by such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Agreement Cash Flow Collateral Agent or any Cash Flow Collateral Secured Obligations up to (but not Party represented thereby that its interests in excess of) the Maximum Lender Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority. In the event the Collateral Agent, on behalf (unless in contravention of itself, the Trustee, and the Noteholders, seeks Section 6.1(a) hereof) are not adequately protected (or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of the Noteholders, agrees that the Agent also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financingother similar request under any law applicable to an Insolvency Proceeding), that so long as any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations, and any such DIP Financing and any other Liens granted to the such Cash Flow Collateral Agent as adequate protection on the same basis as the other Liens securing the Indenture Secured Obligations of its interests are subordinated to the Loan Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien Priority. Nothing contained herein shall prohibit or in any way limit the Agent, prior this Agreement. (c) Prior to the Discharge of Cash Flow Collateral Obligations with respect to the Loan Agreement Cash Flow Collateral Obligations held by any other Cash Flow Collateral Agent or Cash Flow Collateral Secured ObligationsParty represented thereby, from objecting no Cash Flow Collateral Agent or Cash Flow Collateral Secured Party represented thereby shall contest (or support any other Person contesting) (i) any request by such other Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby for adequate protection of its interest in the Collateral, or (ii) any Insolvency objection by such other Cash Flow Collateral Agent or Liquidation Proceeding or otherwise any Cash Flow Collateral Secured Party represented thereby to any motion, relief, action taken or proceeding based on a claim by such other Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby that its interests in the Collateral Agent, the Trustee are not adequately protected (or any of the Noteholdersother similar request under any law applicable to an Insolvency Proceeding), including the seeking by the so long as any Liens granted to such other Cash Flow Collateral Agent, the Trustee or any Noteholder of Agent as adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights interests are subject to this Agreement (except as may be separately otherwise agreed in writing by, and remedies under solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Noteholder Documents or otherwiseCash Flow Collateral Secured Parties represented thereby (including pursuant to the Cash Flow Intercreditor Agreement)).

No Contest. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that, prior to the Discharge of the Loan Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) ) (a) any request by the Agent, for and on behalf of itself and the Lenders, Lender for adequate protection, or (b) any objection by the Agent, for and on behalf of itself and the Lenders, Lender to any motion, relief, action, or proceeding based on the Agent Lender claiming that their interests its interest in the Collateral are is not adequately protected or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself and the Lenders, Lender is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral Agent, on behalf of itself, the Trustee, and or any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority. In the event the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of the Noteholders, agrees that the Agent Lender also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financing), ) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations, Obligations and any such DIP Financing and any other Liens granted to the Agent Lender as adequate protection on the same basis as the other Liens securing the Indenture Secured Obligations are subordinated to the Loan Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien Priority. Nothing contained herein shall prohibit or in any way limit the AgentLender, prior to the Discharge of the Loan Agreement Secured Obligations, from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Indenture Loan Documents or otherwise.

No Contest. The Collateral AgentTrustee, on behalf of itself, the Trustee, itself and the Noteholders, agrees that, prior to the Discharge of the Loan Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) (a) any request by the Agent, for and on behalf of itself and the Lenders, for adequate protection, or (b) any objection by the Agent, for and on behalf of itself and the Lenders, to any motion, relief, action, or proceeding based on Agent, for and on behalf of itself and the Agent Lenders, claiming that their interests in the Collateral are not adequately protected or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself and the Lenders, is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral AgentTrustee, on behalf of itself, the Trustee, and itself or any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to (a) the Liens securing the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount on the same basis as the Lien Priority and (b) the Liens securing such DIP Financing (and all obligations relating thereto) on the same basis terms and conditions as the Lien PriorityLiens securing the Loan Agreement Secured Obligations are subordinated thereto. In the event the Collateral AgentTrustee, on behalf of itself, the Trustee, itself and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral AgentTrustee, on behalf of itself, the Trustee, itself and each of the Noteholders, agrees that the Agent also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financing), ) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to (a) the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations, and any such DIP Financing and Obligations and/or any other Liens granted to the Agent as adequate protection on the same basis as the other Lien Priority up to the Maximum Priority Debt Amount and (b) any such DIP Financing on the same basis as the Liens securing the Indenture Loan Agreement Secured Obligations are subordinated to the Loan Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien PriorityDIP Financing. Nothing contained herein shall prohibit or in any way limit the Agent, prior to the Discharge of the Loan Agreement Secured Obligations, from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Indenture Loan Documents or otherwise.

No Contest. The Collateral AgentTrustee, on behalf of itself, the Trustee, itself and the Noteholders, agrees that, prior to the Discharge of the Loan Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) (a) any request by the Agent, for and on behalf of itself and the Lenders, for adequate protection, or (b) any objection by the Agent, for and on behalf of itself and the Lenders, to any motion, relief, action, or proceeding based on Agent, for and on behalf of itself and the Agent Lenders, claiming that their interests in the Collateral are not adequately protected or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself and the Lenders, is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral AgentTrustee, on behalf of itself, the Trustee, and itself or any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority. In the event the Collateral AgentTrustee, on behalf of itself, the Trustee, itself and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral AgentTrustee, on behalf of itself, the Trustee, itself and each of the Noteholders, agrees that the Agent also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financing), ) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations, Obligations and any such DIP Financing and any other Liens granted to the Agent as adequate protection on the same basis as the other Liens securing the Indenture Secured Obligations are subordinated to the Loan Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien Priority. Nothing contained herein shall prohibit or in any way limit the Agent, prior to the Discharge of the Loan Agreement Secured Obligations, from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Indenture Loan Documents or otherwise.

No Contest. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that, prior to the Discharge of the Loan Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) ) (a) any request by the Agent, for and on behalf of itself and the Lenders, Lender for adequate protection, or (b) any objection by the Agent, for and on behalf of itself and the Lenders, Lender to any motion, relief, action, or proceeding based on the Agent Lender claiming that their interests in the Collateral are not adequately protected or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, if the Agent, for and on behalf of itself and the Lenders, Lender is granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the Bankruptcy United States Code or any similar law applicable to any Insolvency or Liquidation Proceeding, then the Collateral Agent, on behalf of itself, the Trustee, and or any of the Noteholders, may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien hereby is and shall be deemed to be subordinated to the Liens securing the Loan Agreement Secured Obligations up to (but not in excess of) the Maximum Lender Priority Debt Amount and such DIP Financing (and all obligations relating thereto) on the same basis as the Lien Priority. In the event the Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, seeks or requests adequate protection and such adequate protection is granted in the form of Liens in respect of additional collateral, then the Collateral Agent, on behalf of itself, the Trustee, and each of the Noteholders, agrees that the Agent Lender also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financing), ) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations, Obligations and any such DIP Financing and any other Liens granted to the Agent Lender as adequate protection on the same basis as the other Liens securing the Indenture Secured Obligations are subordinated to the Loan Agreement Secured Obligations under this Agreement up to the Maximum Lender Priority Debt Amount. All such Liens granted to the Agent Lender or to the Collateral Agent in respect of such additional collateral shall be subject to the Lien Priority. Nothing contained herein shall prohibit or in any way limit the AgentLender, prior to the Discharge of the Loan Agreement Secured Obligations, from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Collateral Agent, the Trustee or any of the Noteholders, including the seeking by the Collateral Agent, the Trustee or any Noteholder of adequate protection or the asserting by the Collateral Agent, the Trustee or any Noteholder of any of its rights and remedies under the Noteholder Indenture Loan Documents or otherwise.