Common use of Control of Actions to be Taken by Collateral Agent Clause in Contracts

Control of Actions to be Taken by Collateral Agent. (a) The Collateral Agent will be subject to such directions as may be given it by the Applicable Authorized Representative from time to time as required or permitted by this Agreement. Except as directed by the Applicable Authorized Representative, the Collateral Agent will not be obligated or permitted: (1) to act upon directions purported to be delivered to it by any other Person; or (2) to foreclose upon or otherwise enforce any Lien or other remedy at law or pursuant to any Security Document. (b) Under this Agreement, the Applicable Authorized Representative has the right, upon an Actionable Event of Default, to direct the Collateral Agent to foreclose or take other actions with respect to the Collateral, and no other party to this Agreement or other Secured Party shall have the right to enforce the Liens granted under the Security Documents or otherwise take any action with respect to the Collateral, except pursuant to and in accordance with an Enforcement Action Participation Request. Upon the occurrence of the Minority Authorized Representative Enforcement Date and subject as provided below, the Majority Authorized Representative will be replaced by the Minority Authorized Representative as the then Applicable Authorized Representative. (c) Upon the occurrence of the Residual Authorized Representative Enforcement Date and subject as provided below, the then Applicable Authorized Representative will be replaced with the Authorized Representative of the Series of Secured Obligations that first instructs the Collateral Agent to commence enforcement action with respect to the Collateral, subject to replacement at any time thereafter as Applicable Authorized Representative by the Authorized Representative of the other Series of Secured Obligations if the Collateral Agent is no longer diligently pursuing (and has not been instructed by the then Applicable Authorized Representative to diligently pursue) enforcement action with respect to the Collateral. (d) In accordance with this Agreement, (i) the Applicable Authorized Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, (ii) the Collateral Agent shall not follow any instruction with respect to the Collateral from any representative of any Secured Party (other than the Applicable Authorized Representative), and (iii) no Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) will instruct the Collateral Agent to commence any judicial 0000-0000-0000 v10 or non-judicial 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 interests in or realize upon, or take any other action available to it in respect of, the Collateral. (e) Each Authorized Representative agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured Obligations unless the other Series of Secured Obligations is also secured by a Lien on such Collateral. Each of the Secured Parties also agrees that it will not contest or support any other person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this Agreement. None of the Secured Parties may institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral except to enforce this Agreement in accordance with its terms. In addition, none of the Secured Parties shall seek to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

Control of Actions to be Taken by Collateral Agent. (a) The Collateral Agent will be subject to such directions as may be given it by the Applicable Authorized Representative from time to time as required or permitted by this Agreement. Except as directed by the Applicable Authorized Representative, the Collateral Agent will not be obligated or permitted: (1) to act upon directions purported to be delivered to it by any other Person; or (2) to foreclose upon or otherwise enforce any Lien or other remedy at law or pursuant to any Security Document. (b) Under this Agreement, the Applicable Authorized Representative has the right, upon an Actionable Event of Default, to direct the Collateral Agent to foreclose or take other actions with respect to the Collateral, and no other party to this Agreement or other Secured Party shall have the right to enforce the Liens granted under the Security Documents or otherwise take any action with respect to the Collateral, except pursuant to and in accordance with an Enforcement Action Participation Request. Upon the occurrence of the Minority Authorized Representative Enforcement Date and subject as provided below, the Majority Authorized Representative will be replaced by the Minority Authorized Representative as the then Applicable Authorized Representative, provided that, notwithstanding anything else herein to the contrary, upon the occurrence of a Priority Facility Control Date, the Priority Authorized Representative shall replace the existing Authorized Representative as the then Applicable Authorized Representative. (c) Upon the occurrence of the Residual Authorized Representative Enforcement Date and subject as provided below, the then Applicable Authorized Representative will be replaced with the Authorized Representative of the Series of Secured Obligations that first instructs the Collateral Agent to commence enforcement action with respect to the Collateral, subject to replacement at any time thereafter as Applicable Authorized Representative by the Authorized Representative of the other Series of Secured Obligations if the Collateral Agent is no longer diligently pursuing (and has not been instructed by the then Applicable Authorized Representative to diligently pursue) enforcement action with respect to the Collateral, provided that, notwithstanding anything else herein to the contrary, upon the occurrence of a Priority Facility Control Date, the Priority Authorized Representative shall replace the existing Authorized Representative as the then Applicable Authorized Representative. (d) In accordance with this Agreement, (i) the Applicable Authorized Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, (ii) the Collateral Agent shall not follow any instruction with respect to the Collateral from any representative of any Secured Party (other than the Applicable Authorized Representative), and (iii) no Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) will instruct the Collateral Agent to commence any judicial 0000-0000-0000 v10 or non-judicial 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 interests in or realize upon, or take any other action available to it in respect of, the Collateral. (e) Each Authorized Representative agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured Obligations unless the other Series of Secured Obligations required to be secured by such Collateral is also secured by a Lien on such CollateralCollateral (except, to the extent any Letter of Credit under the Working Capital Facility Agreement was required to be cash collateralized at 105% thereof in accordance with Section 4.10 or Section 4.11 of the Indenture, the Lien of the Working Capital Facility Agent on such cash so long as such Letter of Credit remains outstanding). Each of the Secured Parties also agrees that it will not contest or support any other person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this Agreement. None of the Secured Parties may institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral except to enforce this Agreement in accordance with its terms. In addition, none of the Secured Parties shall seek to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

Control of Actions to be Taken by Collateral Agent. (a) The Collateral Agent will be subject to such directions as may be given it by the Applicable Authorized Representative from time to time as required or permitted by this Agreement. Except as directed by the Applicable Authorized Representative, the Collateral Agent will not be obligated or permitted: (1) to act upon directions purported to be delivered to it by any other Person; or (2) to foreclose upon or otherwise enforce any Lien or other remedy at law or pursuant to any Security Document. (b) Under this Agreement, the Applicable Authorized Representative has the right, upon an Actionable Event of Default, to direct the Collateral Agent to foreclose or take other actions with respect to the Collateral, and no other party to this Agreement or other Secured Party shall have the right to enforce the Liens granted under the Security Documents or otherwise take any action with respect to the Collateral, except pursuant to and in accordance with an Enforcement Action Participation Request. Upon the occurrence of the Minority Authorized Representative Enforcement Date and subject as provided below, the Majority Authorized Representative will be 0000-0000-0000 v13 29 replaced by the Minority Authorized Representative as the then Applicable Authorized Representative. (c) Upon the occurrence of the Residual Authorized Representative Enforcement Date and subject as provided below, the then Applicable Authorized Representative will be replaced with the Authorized Representative of the Series of Secured Obligations that first instructs the Collateral Agent to commence enforcement action with respect to the Collateral, subject to replacement at any time thereafter as Applicable Authorized Representative by the Authorized Representative of the other Series of Secured Obligations if the Collateral Agent is no longer diligently pursuing (and has not been instructed by the then Applicable Authorized Representative to diligently pursue) enforcement action with respect to the Collateral. (d) In accordance with this Agreement, (i) the Applicable Authorized Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, (ii) the Collateral Agent shall not follow any instruction with respect to the Collateral from any representative of any Secured Party (other than the Applicable Authorized Representative), and (iii) no Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) will instruct the Collateral Agent to commence any judicial 0000-0000-0000 v10 or non-judicial 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 interests in or realize upon, or take any other action available to it in respect of, the Collateral. (e) Each Authorized Representative agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured Obligations unless the other Series of Secured Obligations is also secured by a Lien on such Collateral. Each of the Secured Parties also agrees that it will not contest or support any other person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this Agreement. None of the Secured Parties may institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral except to enforce this Agreement in accordance with its terms. In addition, none of the Secured Parties shall seek to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

Control of Actions to be Taken by Collateral Agent. (a) The Collateral Agent will be subject to such directions as may be given it by the Applicable Authorized Representative from time to time as required or permitted by this Agreement. Except as directed by the Applicable Authorized Representative, the Collateral Agent will not be obligated or permitted: (1) to act upon directions purported to be delivered to it by any other Person; or (2) to foreclose upon or otherwise enforce any Lien or other remedy at law or pursuant to any Security Document. (b) Under this Agreement, the Applicable Authorized Representative has the right, upon an Actionable Event of Default, to direct the Collateral Agent to foreclose or take other actions with respect to the Collateral, and no other party to this Agreement or other Secured Party shall have the right to enforce the Liens granted under the Security Documents or otherwise take any action with respect to the Collateral, except pursuant to and in accordance with an Enforcement Action Participation Request. Upon the occurrence of the Minority Authorized Representative Enforcement Date and subject as provided below, the Majority Authorized Representative will be replaced by the Minority Authorized Representative as the then Applicable Authorized Representative. (c) Upon the occurrence of the Residual Authorized Representative Enforcement Date and subject as provided below, the then Applicable Authorized Representative will be replaced with the Authorized Representative of the Series of Secured Obligations that first instructs the Collateral Agent to commence enforcement action with respect to the Collateral, subject to replacement at any time thereafter as Applicable Authorized Representative by the Authorized Representative of the other Series of Secured Obligations if the Collateral Agent is no longer diligently pursuing (and has not been instructed by the then Applicable Authorized Representative to diligently pursue) enforcement action with respect to the Collateral. (d) In accordance with this Agreement, (i) the Applicable Authorized Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, (ii) the Collateral Agent shall not follow any instruction with respect to the Collateral from any representative of any Secured Party (other than the Applicable Authorized Representative), and (iii) no Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) will instruct the Collateral Agent to commence any judicial 0000-0000-0000 v10 or non-judicial 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 interests in or realize upon, or take any other action available to it in respect of, the Collateral. (e) Each Authorized Representative agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured Obligations unless the other Series of Secured Obligations is also secured by a Lien on such Collateral. Each of the Secured Parties also agrees that it will not contest or support any other person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this Agreement. None of the Secured Parties may institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral except to enforce this Agreement in accordance with its terms. In addition, none of the Secured Parties shall seek to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.

Control of Actions to be Taken by Collateral Agent. (a) The Collateral Agent will be subject to such directions as may be given it by the Applicable Authorized Representative from time to time as required or permitted by this Agreement. Except as directed by the Applicable Authorized Representative, the Collateral Agent will not be obligated or permitted: (1) to act upon directions purported to be delivered to it by any other Person; or (2) to foreclose upon or otherwise enforce any Lien or other remedy at law or pursuant to any Security Document. (b) Under this Agreement, the Applicable Authorized Representative has the right, upon an Actionable Event of Default, to direct the Collateral Agent to foreclose or take other actions with respect to the Collateral, and no other party to this Agreement or other Secured Party shall have the right to enforce the Liens granted under the Security Documents or otherwise take any action with respect to the Collateral, except pursuant to and in accordance with an Enforcement Action Participation Request. Upon the occurrence of the Minority Authorized Representative Enforcement Date and subject as provided below, the Majority Authorized Representative will be replaced by the Minority Authorized Representative as the then Applicable Authorized Representative. (c) Upon the occurrence of the Residual Authorized Representative Enforcement Date and subject as provided below, the then Applicable Authorized Representative will be replaced with the Authorized Representative of the Series of Secured Obligations that first instructs the Collateral Agent to commence enforcement action with respect to the Collateral, subject to replacement at any time thereafter as Applicable Authorized Representative by the Authorized Representative of the other Series of Secured Obligations if the Collateral Agent is no longer diligently pursuing (and has not been instructed by the then Applicable Authorized Representative to diligently pursue) enforcement action with respect to the Collateral. (d) In accordance with this Agreement, (i) the Applicable Authorized Representative shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, (ii) the Collateral Agent shall not follow any instruction with respect to the Collateral from any representative of any Secured Party (other than the Applicable Authorized Representative), and (iii) no Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) will instruct the Collateral Agent to commence any judicial 0000-0000-0000 v10 or non-judicial 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 interests in or realize upon, or take any other action available to it in respect of, the Collateral. (e) Each Authorized Representative agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Secured Obligations unless the other Series of Secured Obligations is also secured by a Lien on such CollateralCollateral (except, to the extent any Letter of Credit under the Working Capital Facility Agreement was required to be cash collateralized at 105% thereof in accordance with Section 4.10 or Section 4.11 of the Indenture, the Lien of the Working Capital Facility Agent on such cash so long as such Letter of Credit remains outstanding). Each of the Secured Parties also agrees that it will not contest or support any other person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions of this Agreement. None of the Secured Parties may institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Agent or any other Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral except to enforce this Agreement in accordance with its terms. In addition, none of the Secured Parties shall seek to have any Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral.