Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. (a) With respect to any Shared Collateral, (i) only the Applicable Authorized Representative shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable Authorized Representative shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative and (iii) no Non-Controlling Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) shall or shall instruct the 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 Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any Security Document, applicable law or otherwise, it being agreed that only the Applicable Authorized Representative, acting on the instructions of the Secured Parties (other than any Non-Controlling Secured Parties) and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral. Notwithstanding the equal priority of the Liens securing each Series of Obligations, the Applicable Authorized Representative may deal with the Shared Collateral as if such 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 Applicable Authorized Representative or Controlling Secured Party or any other exercise by the Applicable Authorized Representative or Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Authorized Representative to do so. The foregoing shall not be construed to limit the rights and priorities of any Secured Party, Applicable Authorized Representative or Authorized Representative wi...
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. Only the Controlling Collateral Agent shall act or refrain from acting with respect to any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). At any time when the Credit Agreement Collateral Agent is the Controlling Collateral Agent, no Additional First-Lien Secured Party shall or shall instruct any Collateral Agent to, and neither the Additional Collateral Agent nor any other Collateral Agent that is not the Controlling Collateral Agent shall, 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 Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any Additional First-Lien Security Document, applicable law or otherwise, it being agreed that only the Credit Agreement Collateral Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at such time.
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. (a) With respect to any Shared Collateral, (i) only the Controlling Collateral Agent shall act or refrain from acting with respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), (ii) the Controlling Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral)
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens i) Each of the Authorized Representatives agrees that it will not accept any Lien on Lien on any asset or property of any Grantor (other than funds deposited for the discharge or defeasance of First Lien Obligations to the extent permitted by the applicable First Lien Documents) unless each other Series of First Lien Obligations concurrently obtains a Lien thereon or such other Series of First Lien Obligations waives their rights under this sentence, and by executing this Agreement (or a Joinder Agreement), each Authorized Representative and the Series of First Lien Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First Lien Documents applicable to it.
(a) Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Authorized Representative to enforce this Agreement.
(b) Each Authorized Representative agrees to provide reasonable prior notice to the other Authorized Representative of its initial material Enforcement Action.
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. With respect to any Shared Collateral, notwithstanding Section 2.01, only the Applicable Collateral Agent shall act or refrain from acting with respect to Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). At any time when the Credit Agreement Collateral Agent is the Applicable Collateral Agent, no Other First Lien Secured Party shall or shall instruct any 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, Shared Collateral (including with respect to any intercreditor agreement with respect to Shared Collateral), whether under any Other First Lien Security Document, applicable law or otherwise, it being agreed that only the Credit Agreement Collateral Agent and the Administrative Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time.
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. (a) The Controlling Representative agrees that it will not exercise any rights or remedies under the Collateral Documents or applicable law with respect to Shared Collateral without the consent and direction of the Non-Controlling Representative. The Controlling Representative agrees to administer the Shared Collateral and to make such demands and give such notices under the Collateral Documents as the Non-Controlling Representative may request, and to take such action to enforce the Collateral Documents and to realize upon, collect and dispose of the Shared Collateral or any portion thereof as may be directed by the Non-Controlling Representative. The Controlling Representative shall not be required to take any action that is in the opinion of counsel to the Controlling Representative contrary to law or to the terms of this Agreement or any Collateral Document, or that would in the opinion of such counsel subject the Controlling Representative or any of its officers, employees, agents or directors to liability, and the Controlling Representative shall not be required to take any action under this Agreement or any Collateral Document unless and until the Controlling Representative shall be indemnified to its reasonable satisfaction by the Non-Controlling Claimholders against any and all loss, cost, expense or liability in connection therewith.
(b) The Non-Controlling Representative, for itself and on behalf of the Non-Controlling Claimholders, agrees that the Controlling Representative shall have no liability for acting in accordance with any request by the Non-Controlling Representative (provided such action does not conflict with the express terms of this Agreement or any Collateral Document).
(c) The Controlling Representative may at any time request directions from the Non-Controlling Representative as to any course of action or other matter relating to the exercise of rights and remedies under this Section 2.2 or to the Collateral Documents. Directions given by the Non-Controlling Representative to the Controlling Representative shall be binding on all Non-Controlling Claimholders for all purposes.
(d) Nothing contained in this Agreement shall affect the right (if any) of any Representative or any Claimholder to give the Company or any other applicable Person notice of any default or to accelerate or make demand for payment of its Obligations under any applicable Document. The Representatives, each on behalf of itself and each Claimholder it represent...
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. Notwithstanding Section 2.1,
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. Notwithstanding anything in this Agreement or any other Secured Credit Documents to the contrary, Collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations in respect of letters of credit or otherwise held by the Collateral Agent pursuant to Section 2.05(g), Section 2.11 or Section 2.22 or the Credit Agreement (or the Equivalent Provision thereof) shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral.
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. With respect to any Shared Collateral, (i) only the Applicable Authorized Representative shall act or refrain from acting with respect to the Shared Collateral, (ii) the Applicable Authorized Representative shall not follow any instructions with respect to such Shared Collateral from any First Lien Secured Party other than the Controlling Secured Parties and (iii) no First Lien Secured Party other than the Controlling Secured Parties shall or shall instruct the Applicable Authorized Representative to take any Enforcement Action (it being agreed that only the Applicable Authorized Representative, acting in accordance with the applicable Secured Credit Documents and this Agreement, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral).
Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. By executing this Agreement (or a Joinder Agreement), each Collateral Agent and the Series of First-Lien Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement.
