Common use of Actions with Respect to Collateral Clause in Contracts

Actions with Respect to Collateral. (a) The Secured First Lien Parties, through their Authorized Representatives and as a condition of accepting the benefits of the security interests granted herein, agree that (i) only the Collateral Agent shall act or refrain from acting with respect to the Collateral, and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Collateral from any Non-Controlling Authorized Representative (or any other Secured First Lien Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured First Lien Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party or any other exercise by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to do so. (b) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured First Lien Obligations (other than funds deposited for the discharge or defeasance of any Secured First Lien Agreement and funds deposited to cash collateralize letters of credit) other than pursuant to the First Lien Security Documents, and upon executing this Agreement or an Additional Secured First Lien Party Consent, each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. (c) Each of the Secured First Lien Parties agrees that (i) it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any Authorized Representative to enforce this Agreement and that (ii) if, notwithstanding clause (i), such Secured First Lien Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior to the Discharge of each of the Secured First Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions of Section 3.02 hereof.

Actions with Respect to Collateral. (a) The Secured First Lien Parties, through their respective Authorized Representatives and as a condition of accepting the benefits of the security interests granted herein, agree that (i) only the Collateral Agent shall act no Secured Party or refrain from acting with respect to the Collateral, and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Collateral from any Non-Controlling Authorized Representative (or any other Secured First Lien Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, may commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any CollateralCollateral as a secured party, whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Administrative Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured First Lien Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party or any other exercise by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to do so. (b) Following the occurrence and during the continuation of an Event of Default under a Secured Agreement, the Authorized Representative for the Obligations under such Secured Agreement may deliver to the Administrative Agent and each other Authorized Representative a notice specifying the Event of Default and instructing the Administrative Agent to take enforcement actions (such notice, an “Enforcement Notice”). Subject to Section 8.03(a)(ii), following the receipt of (and prior to the rescission of) an Enforcement Notice from any Authorized Representative, the Administrative Agent shall take such actions and exercise such discretionary rights and remedies as are expressly contemplated hereby and by any other Security Documents as directed in writing by such Authorized Representative. Prior to the receipt of an Enforcement Notice, the Administrative Agent may take, but shall be under no obligation to take, any and all discretionary actions expressly contemplated hereby. (c) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of to secure any Series of Secured First Lien Obligations (other than funds deposited for the discharge or defeasance of any Secured First Lien Agreement and funds deposited to cash collateralize letters of creditAgreement) other than pursuant to the First Lien Security Documents, and upon executing this Agreement (or an any Additional Secured First Lien Party Consent), each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. (cd) Each of the Secured First Lien Parties agrees that (i) it will not (and hereby waives any right to) contest or support any other Person person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Administrative Agent or any Authorized Representative to enforce this Agreement and that (ii) if, notwithstanding clause (i), such Secured First Lien Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior to the Discharge discharge of each of the Secured First Lien such Obligations, then it shall hold such Collateral, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Administrative Agent, to be distributed in accordance with the provisions of Section 3.02 5.02 hereof.

Actions with Respect to Collateral. (a) The Secured First Lien Parties, through their Authorized Representatives and as a condition of accepting the benefits of the security interests granted herein, agree that (i) only the Collateral Agent shall act or refrain from acting with respect to the Collateral, and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Collateral from any Non-Controlling Authorized Representative (or any other Secured First Lien Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured First Lien Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Agent or Applicable Authorized Representative or Controlling Secured First Lien Party or any other exercise by the Collateral Agent, Agent or Applicable Authorized Representative or Controlling Secured First Lien Party of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to do so. (b) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured First Lien Obligations (other than funds deposited for the discharge or defeasance of any Secured First Lien Agreement and funds deposited to cash collateralize letters of credit) other than pursuant to the First Lien Security Documents, and upon executing this Agreement or an Additional Secured First Lien Party ConsentAgreement, each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. (c) Each of the Secured First Lien Parties agrees that (i) it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any Authorized Representative to enforce this Agreement and that (ii) if, notwithstanding clause (ic), such Secured First Lien Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior to the Discharge of each of the Secured First Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions of Section 3.02 6.02 hereof.

Actions with Respect to Collateral. (a) The Secured First Lien Parties, through their Authorized Representatives and as a condition of accepting the benefits of the security interests granted herein, agree that (i) only the Collateral Agent shall act or refrain from acting with respect to the Collateral, and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Collateral from any Non-Controlling Authorized Representative (or any other Secured First Lien Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured First Lien Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party or any other exercise by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to do so. (b) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured First Lien Obligations (other than funds deposited for the discharge or defeasance of any Additional Secured First Lien Agreement and funds deposited to cash collateralize letters of creditAgreement) other than pursuant to the First Lien Security Documents, and upon executing this Agreement or an Additional Secured First Lien Party Consent, each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. (c) Each of the Secured First Lien Parties agrees that (i) it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any Authorized Representative to enforce this Agreement and that (ii) if, notwithstanding clause (i), such Secured First Lien Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior to the Discharge of each of the Secured First Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions of Section 3.02 hereof.

Actions with Respect to Collateral. Neither the Borrower nor the Servicer shall: (a) The Secured First Lien PartiesCompromise, through their Authorized Representatives and as a condition of accepting the benefits of the security interests granted hereinextend, agree that (i) only the Collateral Agent shall act release, or refrain from acting with respect to the adjust payments on any Mortgage Loan Collateral, and then only on the instructions accept a conveyance of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow mortgaged Property in full or partial satisfaction of any instructions with respect to such Collateral from Mortgage debt or release any Non-Controlling Authorized Representative (Mortgage securing or underlying any other Secured First Lien Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Mortgage Loan Collateral, whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Collateral except as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured First Lien Party will contest, protest or object to any foreclosure proceeding or action brought permitted by the Collateral Agent, Applicable Authorized Representative related Approved Investor or Controlling Secured First Lien Party or any other exercise by as contemplated in the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to do so.servicing guidelines distributed thereby; (b) Each of Agree to the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit amendment or termination of any Series Take-Out Commitment in which the Administrative Agent has a security interest or to substitution of Secured First Lien Obligations a Take-Out Commitment for a Take-Out Commitment in which the Administrative Agent has a security interest hereunder, if such amendment, termination or substitution may be expected (other than funds deposited for the discharge or defeasance of any Secured First Lien Agreement and funds deposited to cash collateralize letters of credit) other than pursuant to the First Lien Security Documents, and upon executing this Agreement or an Additional Secured First Lien Party Consent, each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound as determined by the provisions Collateral Agent or the Administrative Agent in either of this Agreement and the other First Lien Security Documents applicable their sole discretion) to it.have a Material Adverse Effect or to result in a Default or Event of Default; (c) Each of Transfer, sell, assign or deliver any Mortgage Loan Collateral pledged to the Secured First Administrative Agent to any Person other than the Administrative Agent, except pursuant to a Take-Out Commitment or pursuant to either Section 3.3 or Section 3.4; (d) Grant, create, incur, permit or suffer to exist any Lien Parties agrees that upon any Mortgage Loan Collateral except for (i) it will not (Liens granted to the Administrative Agent to secure the Notes and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any Authorized Representative to enforce this Agreement Obligations and that (ii) if, notwithstanding clause any rights created by the Repurchase Agreement; or (i), such Secured First Lien Party shall obtain possession of e) With respect to any Collateral or shall realize any proceeds or payment in respect of any such Mortgage Loans constituting Collateral, pursuant permit the payment instructions relating to a Take-Out Commitment to provide for payment to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior Person except directly to the Discharge of each Collection Account. Notwithstanding the foregoing, if through no fault and without consent of the Secured First Originator or Servicer, a Lien Obligationsis placed upon a Mortgage Asset, then it shall hold such Collateraland a Material Adverse Effect would not be likely to occur as a result thereof, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral AgentValue of the affected Collateral shall be reduced to zero, to be distributed in accordance with and if the provisions Originator cures any resulting Collateral Deficiency within two (2) Business Days, no Event of Section 3.02 hereofDefault shall occur as a result thereof.

Actions with Respect to Collateral. (ai) The Secured First Lien Parties, through their Authorized respective Representatives and as a condition of accepting the benefits of the security interests granted herein, agree that (i) only the Collateral Agent shall act no Secured Party or refrain from acting with respect to the Collateral, and then only on the instructions of the Applicable Authorized Representative, (ii) the Collateral Agent shall not follow any instructions with respect to such Collateral from any Non-Controlling Authorized Representative (or any other Secured First Lien Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, may commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any CollateralCollateral as a secured party, whether under any First Lien Security Documentthis Agreement, applicable law or otherwise, it being agreed that only the Collateral AgentPledgee, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documentsthis Agreement, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral. Notwithstanding . (ii) Following the equal priority occurrence and during the continuation of the Liensan Event of Default under a Secured Agreement, the Collateral Agent Representative for the Secured Obligations under such Secured Agreement may deliver to the Pledgee and each other Representative a notice specifying the Event of Default and instructing the Pledgee to take enforcement actions (acting on such notice, an “Enforcement Notice”). Subject to paragraph 14(d) of this Agreement, following the instructions receipt of (and prior to the Applicable Authorized rescission of) an Enforcement Notice from any Representative) may deal with , the Collateral as if Pledgee shall take such Applicable Authorized Representative had a senior Lien on actions and exercise such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured First Lien Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party or any other exercise by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party of any discretionary rights and remedies relating as are expressly contemplated hereby as directed in writing by such Representative. Prior to the Collateralreceipt of an Enforcement Notice, or the Pledgee may take, but shall be under no obligation to cause the Collateral Agent to do sotake, any and all discretionary actions expressly contemplated hereby. (biii) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of to secure any Series of Secured First Lien Obligations (other than funds deposited for the discharge or defeasance of any Secured First Lien Agreement and funds deposited to cash collateralize letters of creditAgreement) other than pursuant to the First Lien Security Documentsthis Agreement, and upon executing this Agreement (or an any Additional Secured First Lien Party Consent), each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. (civ) Each of the Secured First Lien Parties agrees that (i) it will not (and hereby waives any right to) contest or support any other Person person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent Pledgee or any Authorized Representative to enforce this Agreement and that (ii) if, notwithstanding clause (i), such Secured First Lien Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any First Lien Security Document this Agreement or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior to the Discharge discharge of each of the such Secured First Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral AgentPledgee, to be distributed in accordance with the provisions of Section 3.02 hereofparagraph 10 of this Agreement.

Actions with Respect to Collateral. (a) The Secured Subject in all cases to the terms of the Intercreditor Agreement, including the rights of the Revolving Facility Agent to take action with respect to the Revolving Facility First Lien PartiesCollateral, through their Authorized Representatives and as a condition of accepting the benefits of the security interests granted herein, agree that (i) only the Collateral Term Loan Agent shall act or refrain from acting with respect to the Shared Collateral, and then only on the instructions of the Applicable Authorized Representative, Representative (ii) the as defined below). The Collateral Agent shall not follow any instructions with respect to such any Shared Collateral from any Non-Controlling Authorized Representative (or any other Secured First Lien Party other than the Applicable Authorized Representative) as defined below), and (iii) no Non-Controlling Authorized Representative or other Secured First Lien Party (other than the Applicable Authorized Representative) shall or shall instruct the Collateral Agent to, commence any judicial to act or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, refrain from acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Shared Collateral. Notwithstanding the equal priority of the Liens, or contest or object to any action taken or right or remedy exercised by the Collateral Agent (acting on with respect to the instructions of the Shared Collateral. The “Applicable Authorized Representative” will be (a) may deal with until the Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No earlier of (i) the discharge in full of all Term Loan Obligations and (ii) the Non-Controlling Authorized Representative or Enforcement Date (as defined below), Credit Suisse AG, in its capacity as the administrative agent (the “Administrative Agent”) for the Term Loan Secured Parties and (b) from and after the earlier of (i) the discharge in full of all Term Loan Obligations and (ii) the Non-Controlling Secured First Lien Party will contestAuthorized Representative Enforcement Date, protest or object the Major Non-Controlling Authorized Representative (as defined below). The “Major Non-Controlling Authorized Representative” with respect to any foreclosure proceeding Shared Collateral shall be the Authorized Representative (as defined below) of the class of Term Loan Pari Passu Indebtedness that constitutes the largest outstanding principal amount of any then outstanding class of Term Loan Pari Passu Indebtedness. Each trustee or action brought other agent for the holders of the applicable class of Term Loan Pari Passu Indebtedness that shall have become party to the Intercreditor Agreement pursuant to a joinder thereto upon the incurrence by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party or any other exercise by the Collateral Agent, Applicable Authorized Representative or Controlling Secured First Lien Party Borrower of any rights and remedies relating to the Collateral, or to cause the Collateral Agent to do so. (b) Each of the Authorized Representatives agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured First Lien Obligations (other than funds deposited for the discharge or defeasance of any Secured First Lien Agreement and funds deposited to cash collateralize letters of credit) other than pursuant to the First Lien Security Documents, and upon executing this Agreement or an Additional Secured First Lien Party Consent, each Authorized Representative and the Series of Secured First Lien Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Security Documents applicable to it. (c) Each of the Secured First Lien Parties agrees that (i) it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any proceeding under any Debtor Relief Law), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured First Lien Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agent or any Authorized Representative to enforce this Agreement and that (ii) if, notwithstanding clause (i), such Secured First Lien Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any such Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any proceeding under any Debtor Relief Law or through any other exercise of remedies at any time prior to the Discharge of each of the Secured First Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the other Secured First Lien Parties and promptly transfer such Collateral, proceeds or payment, as the case may be, to the Collateral Agent, to be distributed in accordance with the provisions of Section 3.02 hereof.Term Loan