Common use of Actions With Respect to Collateral; Prohibition on Contesting Liens Clause in Contracts

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class, (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes Security Document or any LC Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes Security Documents or the LC Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until Each of the Applicable First Lien Agent and the Applicable Second Lien Agent, on behalf of itself, each relevant Representative and the relevant Secured Parties, acknowledges and agrees that, until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (given in accordance with the Senior Secured Obligations Documents), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from Representative, any Junior Secured Obligations Secured Parties and (iii) each Junior Representative and of the Junior Secured Obligations Secured Parties or any Applicable Junior Agent, (iii) none of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party shall, nor shall not, and shall not any of them instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Senior Secured Obligations Collateral, whether under any RBL Facility Security Document, any Term Facility Security Document, any Senior Secured Notes Security Document Document, any Other First-Priority Lien Obligations Security Documents or any LC Other Second-Priority Lien Obligations Security DocumentDocuments, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes RBL Facility Security Documents or the LC Other First-Priority Lien Obligations Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, the Applicable Junior Agent and each Junior Representative may take Permitted Remedies, and (iv) the Applicable Junior Agent, on behalf of itself, each Junior Representative and the other Junior Secured Obligations Secured Parties, hereby waives any right of subrogation it or any of them may acquire as a result of any payment hereunder until the Discharge of the Senior Secured Obligations has occurred. Each The Applicable Agent and each Senior Collateral Agent Representative may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, (A) with respect to the First-Priority Lien Representatives, the provisions of any Pari Passu First-Priority Intercreditor Agreement or other First-Priority Lien Obligations Documents shall also be complied with and (B) with respect to the Second-Priority Lien Representatives, the provisions of the Pari Passu Second-Priority Intercreditor Agreement or other Second-Priority Lien Obligations Documents shall also be complied with. No Furthermore, each of the Applicable First Lien Agent and the Applicable Second Lien Agent, on behalf of itself, each relevant Representative and the relevant Secured Parties, acknowledges and agrees that no Applicable Junior Collateral Agent, Junior Representative or any other Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or any other Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, any Senior Representative or any other Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class, (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Security Document or any LC Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Security Documents or the LC Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until Each of the Applicable Second Lien Agent, on behalf of itself, each relevant Representative and the applicable Second-Priority Lien Obligations Secured Parties, acknowledges and agrees that, until the Discharge of all of the Senior Secured Obligations of a particular ClassFirst-Priority Lien Obligations, (i) only the Applicable Senior Collateral First Lien Agent shall act or refrain from acting with respect to the Senior Secured Common Collateral and then only on the instructions of the applicable First-Priority Lien Obligations Collateral of such ClassRepresentative (given in accordance with the First-Priority Lien Obligations Documents), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Common Collateral from any Junior Representative or from Second-Priority Lien Obligations Representative, any Junior Secured of the Second-Priority Lien Obligations Secured Parties and or the Applicable Second Lien Agent, (iii) each Junior none of the Applicable Second Lien Agent, any Second-Priority Lien Obligations Representative and the Junior Secured or any Second-Priority Lien Obligations Secured Parties Party shall, nor shall not, and shall not any of them instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Common Collateral, whether under any Notes Facility Security Document or any LC Other Second-Priority Lien Obligations Security DocumentDocuments, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral First Lien Agent, acting in accordance with the Notes RBL Facility Security Documents or the LC Other First-Priority Lien Obligations Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, the Applicable Second Lien Agent and each Junior Second-Priority Lien Obligations Representative may take Permitted Remedies, and (iv) the Applicable Second Lien Agent, on behalf of itself, each Second-Priority Lien Obligations Representative and the other Second-Priority Lien Obligations Secured Parties, hereby waives any right of subrogation it or any of them may acquire as a result of any payment hereunder until the Discharge of the First-Priority Lien Obligations has occurred. Each Senior Collateral The Applicable First Lien Agent and each First-Priority Lien Obligations Representative may deal with the Senior Secured Obligations Common Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the First-Priority Lien Obligations Representatives, the provisions of any Pari Passu First-Priority Intercreditor Agreement or other First-Priority Lien Obligations Documents shall also be complied with. No Junior Collateral Furthermore, each of the Applicable Second Lien Agent, Junior on behalf of itself, each Second-Priority Lien Obligations Representative and the Second-Priority Lien Obligations Secured Parties, acknowledges and agrees that no Applicable Second Lien Agent, Second-Priority Lien Obligations Representative or Junior Secured any other Second-Priority Lien Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior First-Priority Lien Obligations Representative or Senior Secured any other First-Priority Lien Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior any First-Priority Lien Obligations Representative or Senior Secured any other First-Priority Lien Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Common Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular ClassWith respect to any Collateral, (i) only the Applicable Senior Joint Collateral Agent shall act be authorized to release Liens and exercise rights and remedies set forth in the Loan and Notes Security Documents or refrain from acting in any intercreditor agreement with respect to any Collateral and then only upon the Senior receipt of an officer’s certificate of the applicable Grantor (with a copy to each Authorized Representative) stating that such sale, lease, transfer or disposition is permitted by the terms of each then extant Secured Obligations Collateral of Credit Document, and certifying that all conditions precedent to such Classrelease have been satisfied, and subject to Section 4.06(c), (ii) no the Joint Collateral Agent shall not follow any instructions (other than instructions pursuant to Section 4.04(d)(ii)) with respect to such Senior Secured Obligations Collateral (including with respect to any intercreditor agreement with respect to any Collateral) from any Junior Non-Controlling Authorized Representative (or from any Junior other Loan and Notes Secured Obligations Secured Parties Party other than the Applicable Authorized Representative) and (iii) each Junior no Non-Controlling Authorized Representative or other Loan and Notes Secured Party (other than the Junior Secured Obligations Secured Parties Applicable Authorized Representative) shall not, and or shall not instruct any the Joint Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 Junior Secured Obligations Collateral (including with respect to any intercreditor agreement with respect to any Collateral), whether under any Loan and Notes Security Document or any LC Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Joint Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable Loan and Notes Security Documents or the LC Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or remedies with respect to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Non-Controlling Authorized Representative or Junior Secured Obligations Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior the Joint Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party Agent in accordance with the terms of this Agreement or any other exercise by such Senior the Joint Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party Agent of any rights and remedies relating to the Senior Secured Obligations Collateral, or to cause the Joint Collateral Agent to bring any foreclosure proceedings or action or exercise any rights or remedies relating to the Collateral except as permitted by Section 4.04(d)(ii).

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Notes Priority Collateral, shall be the First-Priority Lien Obligations Representative or First-Priority Lien Obligations Representatives of the Series of First-Priority Lien Obligations for whom the Applicable First-Lien Collateral Agent is the collateral agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document, any First-Lien Revolving Facility Security Document, any First-Lien Note Security Document or any LC Other First-Priority Lien Obligations Security DocumentDocuments, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents, the First-Lien Revolving Facility Security Documents, the First-Lien Note Security Documents or the LC Other First-Priority Lien Obligations Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Notwithstanding the equal priority of the Liens, each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the First-Priority Lien Collateral Agents, the provisions of the First-Priority Intercreditor Agreement shall also be complied with. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until Each of the Applicable First Lien Agent and the Applicable Second Lien Agent, on behalf of itself, each relevant Representative and the relevant Secured Parties, acknowledges and agrees that, until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (given in accordance with the Senior Secured Obligations Documents), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from Representative, any Junior Secured Obligations Secured Parties and (iii) each Junior Representative and of the Junior Secured Obligations Secured Parties or any Applicable Junior Agent, (iii) none of the Applicable Junior Agent, any Junior Representative or any Junior Secured Obligations Secured Party shall, nor shall not, and shall not any of them instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Senior Secured Obligations Collateral, whether under any Notes RBL Facility Security Document Document, any Term Facility Security Document, any Other First-Priority Lien Obligations Security Documents or any LC Other Second-Priority Lien Obligations Security DocumentDocuments, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes RBL Facility Security Documents or the LC Other First-Priority Lien Obligations Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, the Applicable Junior Agent and each Junior Representative may take Permitted Remedies, and (iv) the Applicable Junior Agent, on behalf of itself, each Junior Representative and the other Junior Secured Obligations Secured Parties, hereby waives any right of subrogation it or any of them may acquire as a result of any payment hereunder until the Discharge of the Senior Secured Obligations has occurred. Each The Applicable Agent and each Senior Collateral Agent Representative may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, (A) with respect to the First-Priority Lien Representatives, the provisions of the Priority Lien Intercreditor Agreement, any Pari Passu First-Priority Intercreditor Agreement or other First-Priority Lien Obligations Documents shall also be complied with and (B) with respect to the Second-Priority Lien Representatives, the provisions of the Pari Passu Second-Priority Intercreditor Agreement or other Second-Priority Lien Obligations Documents shall also be complied with. No Furthermore, each of the Applicable First Lien Agent and the Applicable Second Lien Agent, on behalf of itself, each relevant Representative and the relevant Secured Parties, acknowledges and agrees that no Applicable Junior Collateral Agent, Junior Representative or any other Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or any other Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, any Senior Representative or any other Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until Subject to the Discharge provisions of all of the Senior Secured Obligations of a particular ClassSection 6.5, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class, (ii) no Collateral Agent shall not follow any instructions with respect to such Senior Secured Obligations the Collateral from any Junior Non-Controlling Authorized Representative (or any other Pari Passu Secured Party other than the Applicable Authorized Representative) and (ii) no Non-Controlling Authorized Representative or from any Junior other Pari Passu Secured Obligations Secured Parties and Party (iiiother than the Applicable Authorized Representative) each Junior Representative and shall or shall instruct the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 Junior Secured Obligations Collateral, whether under any Notes Security Document or any LC Pari Passu Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting on the instructions of the Applicable Authorized Representative (and, if prior to the Bank Priority Obligations Discharge Date, the First Priority Representative) and in accordance with the Notes Security Documents or the LC applicable Pari Passu Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remediesremedies with respect to the Collateral. Notwithstanding the equal priority of the Liens securing the Pari Passu Obligations and subject to the provisions of Section 6.5, or with respect to cause any the Pari Passu Obligations the Collateral Agent to do so and (Bacting on the instructions of the Applicable Authorized Representative) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they such Applicable Authorized Representative had a senior Lien on such the Collateral. No Junior Collateral Agent, Junior Non-Controlling Authorized Representative or Junior Secured Obligations Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior the Collateral Agent, Senior Applicable Authorized Representative or Senior Secured Obligations Controlling Secured Party or any other exercise by such Senior the Collateral Agent, Senior Applicable Authorized Representative or Senior Secured Obligations Controlling Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral, or to cause the Collateral Agent to do so.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting acting, with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Non-ABL Priority Collateral, shall be the Intercreditor Agent and, in the case of the ABL Collateral, shall be the ABL Facility Agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Senior Collateral, whether under any Notes Security Document or any LC Security ABL Facility Collateral Document, as applicableany Non-ABL Collateral Document, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral AgentAgent of a particular Class, acting in accordance with the Notes Security ABL Facility Collateral Documents or the LC Security Non-ABL Collateral Documents, as applicable, shall be entitled to take any such actions or exercise any such remediesremedies with respect to the Senior Collateral of such Class, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral. Nothing set forth in this Section 2.02 shall limit the rights of the ABL Facility Agent under Section 2.08.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Notes Priority Collateral, shall be the Applicable First-Lien Agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document or any LC First-Lien Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents or the LC First-Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, the provisions of the applicable First-Priority Lien Obligations Documents (including any intercreditor agreements with respect thereto) shall also be complied with. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until Each of the Applicable Second Lien Agent, on behalf of itself, each relevant Representative and the applicable Second-Priority Lien Obligations Secured Parties, acknowledges and agrees that, until the Discharge of all of the Senior Secured Obligations of a particular ClassFirst-Priority Lien Obligations, (i) only the Applicable Senior Collateral First Lien Agent shall act or refrain from acting with respect to the Senior Secured Common Collateral and then only on the instructions of the applicable First-Priority Lien Obligations Collateral of such ClassRepresentative (given in accordance with the First-Priority Lien Obligations Documents), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Common Collateral from any Junior Representative or from Second-Priority Lien Obligations Representative, any Junior Secured of the Second-Priority Lien Obligations Secured Parties and or the Applicable Second Lien Agent, (iii) each Junior none of the Applicable Second Lien Agent, any Second-Priority Lien Obligations Representative and the Junior Secured or any Second-Priority Lien Obligations Secured Parties Party shall, nor shall not, and shall not any of them instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Common Collateral, whether under any Notes Term Facility Security Document or any LC Other Second-Priority Lien Obligations Security DocumentDocuments, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral First Lien Agent, acting in accordance with the Notes RBL Facility Security Documents or the LC Other First-Priority Lien Obligations Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, the Applicable Second Lien Agent and each Junior Second-Priority Lien Obligations Representative may take Permitted Remedies, and (iv) the Applicable Second Lien Agent, on behalf of itself, each Second-Priority Lien Obligations Representative and the other Second-Priority Lien Obligations Secured Parties, hereby waives any right of subrogation it or any of them may acquire as a result of any payment hereunder until the Discharge of the First-Priority Lien Obligations has occurred. Each Senior Collateral The Applicable First Lien Agent and each First-Priority Lien Obligations Representative may deal with the Senior Secured Obligations Common Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the First-Priority Lien Obligations Representatives, the provisions of any Pari Passu First-Priority Intercreditor Agreement or other First-Priority Lien Obligations Documents shall also be complied with. No Junior Collateral Furthermore, each of the Applicable Second Lien Agent, Junior on behalf of itself, each Second-Priority Lien Obligations Representative and the Second-Priority Lien Obligations Secured Parties, acknowledges and agrees that no Applicable Second Lien Agent, Second-Priority Lien Obligations Representative or Junior Secured any other Second-Priority Lien Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior First-Priority Lien Obligations Representative or Senior Secured any other First-Priority Lien Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior any First-Priority Lien Obligations Representative or Senior Secured any other First-Priority Lien Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Common Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass (including with respect to any other interceditor agreement with respect to any Collateral), and then only on the instructions of the applicable Senior Representative, (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral (including with respect to any other intercreditor agreement with respect to any Collateral) from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral (including with respect to any other intercreditor agreement with respect to any Collateral), whether under any Notes Security Document or any LC Security Secured Credit Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents or the LC First-Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall be entitled to act or refrain from acting act with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative and no other agent, representative or Secured Party of any other Class shall be permitted to act with respect to such Senior Secured Obligations Collateral , (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document, any Senior Secured Note Security Document or any LC Other Senior Secured Lien Obligations Security DocumentDocuments, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents, the Senior Secured Note Security Documents or the LC Other Senior Secured Lien Obligations Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Notwithstanding the equal priority of the Liens, each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Notes Priority Collateral, shall be the Applicable First-Lien Agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document or any LC First-Lien Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents or the LC First-Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, the provisions of the First-Lien Intercreditor Agreement shall also be complied with. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Notes Priority Collateral, shall be the Applicable Parity Lien Representative), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document or any LC Parity Lien Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents or the LC Parity Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the Applicable Parity Lien Representative and the Parity Lien Collateral Trustee, the provisions of the Collateral Trust Agreement shall also be complied with. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral. For the avoidance of doubt, nothing in this Agreement shall prohibit (i) the exercise of rights by the ABL Facility Collateral Agent during a Dominion Period (as defined in the ABL Credit Agreement), including the notification of depositary institutions or any other person to deliver proceeds of the ABL Priority Collateral to the ABL Facility Collateral Agent, (ii) the reduction of advance rates or sub-limits under the ABL Facility or (iii) the imposition of any Reserve (as defined in the ABL Credit Agreement).

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) i. Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class, (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes Security Document or any LC Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes Security Documents or the LC Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class, (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document or any LC First-Lien Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents or the LC First-Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, the provisions of the applicable First-Priority Lien Obligations Documents (including any intercreditor agreements with respect thereto) shall also be complied with. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral. Notwithstanding anything in this Agreement to the contrary, the ABL Facility Collateral Agent and the First-Lien Collateral Agent shall each be entitled to appoint a UK Administrator over one or more Grantors which are incorporated in England and Wales (each, a “UK Grantor”) as part of the enforcement process in relation to the ABL Priority Collateral and/or Term Loan Priority Collateral (as applicable), provided that any such appointment is made in accordance with the provisions of Section 2.13.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Notes Priority Collateral, shall be the Applicable First-Lien Agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes ABL Facility Security Document or any LC First-Lien Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes ABL Facility Security Documents or the LC First-Lien Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the Applicable First-Lien Agent and each Senior First-Priority Collateral Agent, the provisions of the First-Lien Intercreditor Agreement shall also be complied with. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until Each of the Applicable ABL Obligations Representative and the First Lien/Junior Lien Intercreditor Representative, other Representatives and the Secured Parties, acknowledges and agrees that, until the Discharge of all of the Senior Secured Obligations of a particular ClassClass has occurred, (i) only the Applicable Senior Collateral Agent Representative shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such Class, (ii) no Collateral Agent Representative shall follow any instructions with respect to such Senior Secured Obligations Collateral from the Applicable Junior Representative, any Junior Representative Agent or from any other Junior Secured Obligations Secured Parties and Party, (iii) each the Applicable Junior Representative Representative, the Junior Agents and the other Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent Representative to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Senior Secured Obligations Collateral, whether under any Notes Security Document or any LC Security ABL Obligations Document, as applicableany Non-ABL Obligations Document, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral AgentRepresentative, acting in accordance with the Notes Security ABL Facility Collateral Documents, the First Lien Facility Collateral Documents or the LC Security Junior Lien Obligation Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent Representative to do so and (B) notwithstanding the foregoing, each the Applicable Junior Representative Representative, the Junior Agents and the other Junior Secured Obligations Secured Parties may take (at the direction of the requisite holders of the Junior Secured Obligations or as otherwise provided in the applicable Junior Lien Obligations Documents) any Permitted Remedies, and (iv) each of the Applicable Junior Representative, the Junior Agents and the other Junior Secured Obligations Secured Parties, hereby waives any right of subrogation it or any of them may acquire as a result of any payment hereunder until the Discharge of the Senior Secured Obligations has occurred. Each The Applicable Senior Collateral Representative and each Senior Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior ; provided, that (A) with respect to the Applicable ABL Obligations Representative, the ABL Facility Collateral Agent and any ABL Xxxx Xxxx Obligations Agent, the provisions of any ABL Pari Passu Intercreditor Agreement, to the extent not in contravention of this Agreement, shall also be complied with and (B) with respect to the First Lien/Junior Representative Lien Intercreditor Representative, the First Lien Facility Agent or any Other First Lien Obligations Agent, the provisions of First Lien/Junior Lien Intercreditor Agreement, in each case to the extent not in contravention of this Agreement, shall also be complied with. Furthermore, the Applicable Junior Representative, for itself and on behalf of the Junior Secured Obligations Secured Party Parties, acknowledges and agrees that it and they will not contest, protest or object to any foreclosure proceeding or action brought by the Applicable Senior Representative, any Senior Collateral Agent, Senior Representative Agent or any other Senior Secured Obligations Secured Party Party, or any other exercise by such the Applicable Senior Collateral AgentRepresentative, any Senior Representative Agent or any other Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular ClassWith respect to any Collateral, (i) only the Applicable Senior Controlling Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral (including with respect to any intercreditor agreement with respect to any Collateral), in each case, subject to Section 2.01, this Section 2.02 and the terms of such Classthe applicable Loan Documents, (ii) no Non-Controlling Collateral Agent or other Secured Party (other than the Controlling Collateral Agent) shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 Junior Secured Obligations Collateral (including with respect to any intercreditor agreement with respect to any Collateral), whether under any Notes Security Document or any LC Security Document, as applicable, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Controlling Collateral Agent, acting in accordance with the Notes Security Documents or the LC applicable Security Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or remedies with respect to cause any Collateral; provided that nothing herein shall limit the right of either Collateral Agent from commencing (in consultation with the other Collateral Agent) any Enforcement Event after the other Collateral Agent has become a Controlling Collateral Agent, and thereby becoming a joint Controlling Collateral Agent pursuant to do so and (B) notwithstanding the foregoingfirst proviso of the definition of “Controlling Collateral Agent”. Notwithstanding the equal priority of the Liens, each Junior Representative may take Permitted Remedies. Each Senior the Controlling Collateral Agent may deal with the Senior Secured Obligations Collateral as if they such Controlling Collateral Agent had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative Agent or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any Senior the Controlling Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party Agent or any other exercise by such Senior the Controlling Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party Agent of any rights and remedies relating to the Senior Collateral. The Revolving Credit Collateral Agent hereby agrees to notify the Term Loan Collateral Agent and the Company upon the occurrence of an Enforcement Event in respect of the Revolving Credit Obligations (though any failure to provide such notice shall not affect the rights of the Revolving Credit Collateral Agent or the Revolving Credit Secured Parties hereunder) and the Term Loan Collateral Agent hereby agrees to notify the Revolving Credit Collateral Agent and the Company upon the occurrence of an Enforcement Event in respect of the Term Loan Obligations Collateral(though any failure to provide such notice shall not affect the rights of the Term Loan Collateral Agent or the Term Loan Secured Parties hereunder). Each Collateral Agent hereby agrees to promptly deliver a written notice (a “Notice of Cancellation”) to the other Collateral Agent in the event any such Enforcement Event is no longer continuing. No Collateral Agent shall be liable to any Person for any losses, damages or expenses arising out of or related to actions taken at the direction of the Loan Parties after the receipt of such a notice.

Actions With Respect to Collateral; Prohibition on Contesting Liens. (a) Until the Discharge of all of the Senior Secured Obligations of a particular Class, (i) only the Applicable Senior Collateral Agent shall act or refrain from acting with respect to the Senior Secured Obligations Collateral of such ClassClass and then only on the instructions of the applicable Senior Representative (which, in the case of the Non-ABL Collateral, shall be the First Lien/Second Lien Intercreditor Agent), (ii) no Collateral Agent shall follow any instructions with respect to such Senior Secured Obligations Collateral from any Junior Representative or from any Junior Secured Obligations Secured Parties Parties, and (iii) each Junior Representative and the Junior Secured Obligations Secured Parties shall not, and shall not instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver and manager, interim receiver, agent, liquidator, administrator, custodian liquidator or similar official, person or agent 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 interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral, whether under any Notes Security Document or any LC Security ABL Facility Collateral Document, as applicableany Non-ABL Collateral Document, applicable law or otherwise, it being agreed that (A) only the Applicable Senior Collateral Agent, acting in accordance with the Notes Security ABL Facility Collateral Documents or the LC Security Non-ABL Collateral Documents, as applicable, shall be entitled to take any such actions or exercise any such remedies, or to cause any Collateral Agent to do (including with respect to the time, method and place for exercising any rights or remedies or conducting any proceeding with respect thereto) so and (B) notwithstanding the foregoing, each Junior Representative may take Permitted Remedies. Each Senior Collateral Agent may deal with the Senior Secured Obligations Collateral as if they had a senior Lien on such Collateral. No Junior Collateral Agent, Junior Representative or Junior Secured Obligations Secured Party will contest, protest or object to any foreclosure proceeding or action brought by any the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party or any other exercise by such the Senior Collateral Agent, Senior Representative or Senior Secured Obligations Secured Party of any rights and remedies relating to the Senior Secured Obligations Collateral.