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

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document Documents and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Party or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative to, 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative to, 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 foreclosure proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Intercreditor Agent shall act or refrain from acting with respect to the Common Collateral, (ii) the Intercreditor Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling from any Non­Controlling Authorized Representative (or any other First-Priority Secured Parties under the applicable Secured Credit Document Party) and (iiiii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesIntercreditor Agent) shall or shall instruct the Controlling Authorized Representative Intercreditor 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, Intercreditor Agent shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized Representative Intercreditor Agent may deal with the Common Collateral as if such the Controlling Authorized Representative Secured Parties had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative Intercreditor Agent or the Controlling Secured Parties Party or any other exercise by the Controlling Authorized Representative Intercreditor Agent or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or seek to cause the Controlling Authorized Representative Intercreditor Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Intercreditor Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, subject to the Junior Lien Intercreditor Agreement, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Collateral Agent shall have the sole right to act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative Collateral Agent with respect to Pari Passu Lien Obligations or Non-Controlling Authorized Representative or other First-Priority Pari Passu Secured Party (other than the Controlling Secured PartiesAuthorized Collateral Agent) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Pari Passu Security Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, Agent shall be entitled to take any such actions or exercise any such remedies with respect to Common CollateralCollateral (subject to the right of any such Authorized Representative or other Pari Passu Secured Party to take limited protective measures with respect to the Liens securing Pari Passu Lien Obligations and to take certain actions that would be permitted to be taken by unsecured creditors set forth in Section 2.02(c) below). Notwithstanding the equal priority of the LiensLiens securing each Series of Pari Passu Lien Obligations, the Controlling Authorized Representative Collateral Agent may deal with the Common Collateral as if such Controlling Authorized Representative Collateral Agent had a senior Lien on such Common Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties Collateral Agent or any other exercise by the Controlling Authorized Representative or the Controlling Secured Parties Collateral Agent of any rights and remedies relating to the Common Collateral Collateral, or to cause the Controlling Authorized Representative any Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) ), and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and Applicable Authorized Representative, (ii) no other the Controlling Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized Representative (or any other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized RepresentativeCollateral Agent, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Collateral Agent (acting on the instructions of the Applicable Authorized Representative Representative) may deal with the Common Collateral as if such Controlling Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Applicable Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and ), (ii) no other the Applicable Authorized Representative shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non­Controlling Authorized Representative (or any other First-Priority Secured Party) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct the Controlling Applicable Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Applicable Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Applicable Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative it had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Applicable Authorized Representative or the Controlling Secured Parties Party or any other exercise by the Controlling Applicable Authorized Representative or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or to cause the Controlling Applicable Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Applicable Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative Collateral Agent with respect to First Lien Obligations or Non-Controlling Authorized Representative or other First-Priority First Lien Secured Party (other than the Controlling Secured PartiesAuthorized Collateral Agent) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral First Lien Security Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, Agent shall be entitled to take any such actions or exercise any such remedies with respect to Common CollateralCollateral (subject to the right of any such Authorized Representative or other First Lien Secured Party to take limited protective measures with respect to the Liens securing First Lien Obligations and to take certain actions that would be permitted to be taken by unsecured creditors). Notwithstanding the equal priority of the LiensLiens securing each Series of First Lien Obligations, the Controlling Authorized Representative Collateral Agent may deal with the Common Collateral as if such Controlling Authorized Representative Collateral Agent had a senior Lien on such Common Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative Collateral Agent or the Controlling Secured Parties Party or any other exercise by the Controlling Authorized Representative Collateral Agent or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral Collateral, or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority First Lien Secured Party, Controlling Authorized Representative the Term Loan Collateral Agent, the Notes Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Applicable Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on , including the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and ABL Intercreditor Agreement), (ii) no other the Applicable Authorized Representative shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized Representative (or any other First-Priority Secured Party) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct the Controlling Applicable Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Applicable Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Applicable Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative it had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Applicable Authorized Representative or the Controlling Secured Parties Party or any other exercise by the Controlling Applicable Authorized Representative or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or to cause the Controlling Applicable Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Applicable Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Applicable Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and ), (ii) the Applicable Authorized Representative shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized Representative (or any other Non-Controlling Secured Party) and (iii) no other Non-Controlling Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Applicable Authorized Representative to, 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Applicable Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Collateral Documents, Representative shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the LiensLiens with respect to the Common Collateral securing each Series of First-Priority Obligations, the Controlling Applicable Authorized Representative may deal with the Common Collateral as if such Controlling Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Applicable Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Applicable Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Applicable Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) ), and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and Applicable Authorized Representative, (ii) no other the Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non­Controlling Authorized Representative (or any other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized RepresentativeCollateral Agent, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the LiensLiens with respect to the Common Collateral securing each Series of First-Priority Obligations, the Controlling Collateral Agent (acting on the instructions of the Applicable Authorized Representative Representative) may deal with the Common Collateral as if such Controlling Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) ), and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and Applicable Authorized Representative, (ii) no other the Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non­Controlling Authorized Representative (or any other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized RepresentativeCollateral Agent, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Collateral Agent (acting on the instructions of the Applicable Authorized Representative Representative) may deal with the Common Collateral as if such Controlling Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Term Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and (ii) no other Authorized Representative Collateral Agent with respect to Term Obligations or Non-Controlling Authorized Representative or other First-Priority Term Secured Party (other than the Authorized Term Collateral Agent and the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative Term 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Term Security Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and in accordance with the applicable First-Priority Term Collateral Documents, Agent shall be entitled to take any such actions or exercise any such remedies with respect to Common CollateralCollateral (subject to the right of any Non-Controlling Authorized Representative or other Term Secured Party to take limited protective measures with respect to the Liens securing Term Obligations and to take certain actions that would be permitted to be taken by unsecured creditors). Notwithstanding the equal priority of the LiensLiens securing each Series of Term Obligations, the Controlling Authorized Representative may Term Collateral Agent may, subject to the ABL Intercreditor Agreement, deal with the Common Collateral as if such Controlling Authorized Representative Term Collateral Agent had a senior Lien on such Common Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative Term Collateral Agent or the any Controlling Secured Parties Party or any other exercise by the Controlling Authorized Representative Term Collateral Agent or the any Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral Collateral, or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Term Secured Party, Controlling Authorized Representative any Collateral Agent or any Authorized Representative Representative, in each case with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) ), and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and Applicable Authorized Representative, (ii) no other the Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized Representative (or any other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-First- Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized RepresentativeCollateral Agent, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Collateral Agent (acting on the instructions of the Applicable Authorized Representative Representative) may deal with the Common Collateral as if such Controlling Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Non- Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common CollateralNotwithstanding Section 2.01, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative Applicable Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document and Applicable Authorized Representative, (ii) no other the Applicable Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized Representative (or any other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured PartiesApplicable Authorized Representative) shall or shall instruct any Collateral Agent to, and any other Collateral Agent that is not the Controlling Authorized Representative toApplicable Collateral Agent shall not, 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral DocumentDocument (other than the First-Priority Collateral Documents applicable to the Applicable Collateral Agent), applicable law or otherwise, it being agreed that only the Controlling Authorized RepresentativeApplicable Collateral Agent, acting on the instructions of the requisite Controlling Secured Parties under the applicable Secured Credit Document Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Collateral Agent (acting on the instructions of the Applicable Authorized Representative Representative) may deal with the Common Collateral as if such Controlling Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties Party of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common CollateralCollateral at such time.

Actions with Respect to Common Collateral; Prohibition on Contesting Liens. (a) With respect to any Common Collateral, (i) notwithstanding Section 2.01, only the Controlling Authorized Representative shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the requisite Controlling Secured Parties under and pursuant to the terms of the applicable Secured Credit Document and (ii) no other Authorized Representative or Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Controlling Secured Parties) shall or shall instruct the Controlling Authorized Representative 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 Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document, applicable law or otherwise, it being agreed that only the Controlling Authorized Representative, acting on the instructions of the requisite Controlling Secured Parties under and pursuant to the terms of the applicable Secured Credit Document Documents and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Controlling Authorized Representative may deal with the Common Collateral as if such Controlling Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Common Collateral or to cause the Controlling Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Controlling Authorized Representative Party or any Authorized Representative with respect to any Collateral not constituting Common Collateral.