Common use of Administration of Collateral Clause in Contracts

Administration of Collateral. (A) Subject to the provisions of Section 3, the Financing Agent shall, until the Financing Agreement Obligations (other than any Excess Financing Agreement Obligations) have been paid in full, have complete and sole discretion in, and shall not be liable to the Collateral Agent for, determining how, when and in what manner the Financing Agent administers the Financing Agreement Obligations or forecloses or otherwise realizes upon the Financing Agreement Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Financing Agreement Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Collateral Agent specifically acknowledges and agrees that the Financing Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Financing Agreement Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Collateral Agent’s interest. Also without in any way limiting the foregoing, the Collateral Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Financing Agreement Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Financing Agent. In order for the Financing Agent to enforce its rights in the Financing Agreement Collateral, there shall be no obligation on the part of the Financing Agent, at any time, to resort for payment of the Financing Agreement Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Financing Agent shall have the right, subject to the provisions of Section 3, to foreclose or otherwise realize upon the Financing Agreement Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. If the Financing Agent or any Financing Lender becomes the owner of any Patent, Trademark, Copyright or other intellectual property of any Credit Party as a result of the exercise of remedies by the Financing Agent or such Financing Lender with respect to its Lien on such Patent, Trademark, Copyright or other intellectual property, then upon request of the Collateral Agent, the Financing Agent or such Financing Lender shall grant to the Collateral Agent a 90 day limited, nonexclusive royalty-free license (a “Disposition License”) to use any such Patent, Trademark or Copyright to the extent necessary to enforce any Lien held by the Collateral Agent upon any of the PP&E Collateral, and to the extent appropriate, in the good faith opinion of the Collateral Agent, to process, collect, ship, product, store, complete, supply, lease, sell or otherwise dispose of any PP&E Collateral in any lawful manner (any such actions or activities taken by the Financing Agent shall be at the expense of the Collateral Agent). Any license so granted by the Financing Agent or the applicable Financing Lender shall be binding on its successors and assigns. Furthermore, to the extent the Financing Agent or any Financing Lender becomes the owner of any patent, trademark or proprietary information of any Credit Party as a result of the exercise of remedies by such Financing Agent or Financing Lender with respect to its lien on such patent, trademark or proprietary information, the Financing Agent or such Financing Lender shall not make any subsequent sale or transfer of such patent, trademark or proprietary information unless the purchaser or transferee thereof agrees in writing to provide a Disposition License to the Collateral Agent upon request. (B) Subject to the provisions of Section 3, the Collateral Agent shall have complete and sole discretion in, and shall not be liable to the Financing Agent for, determining how, when and in what manner the Collateral Agent administers the Indenture Obligations or forecloses or otherwise realizes upon the indenture Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Indenture Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Financing Agent specifically acknowledges and agrees that the Collateral Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Indenture Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Financing Agent’s interest. Also without in any way limiting the foregoing, the Financing Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Indenture Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Collateral Agent. In order for the Collateral Agent to enforce its rights in the Indenture Collateral, there shall be no obligation on the part of the Collateral Agent, at any time, to resort for payment of the Indenture Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Collateral Agent shall, subject to the provisions of Section 3, have the right to foreclose or otherwise realize upon the Indenture Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing.

Administration of Collateral. (A) Subject to the provisions of Section 3, the Financing Agent shall, until the Financing Agreement Obligations (other than any Excess Financing Agreement Obligations) have been paid in full, The Bond Trustee shall have complete and sole discretion in, and shall not be liable to the Collateral Agent Lender for, determining how, when and in what manner the Financing Agent Bond Trustee administers the Financing Agreement Senior Obligations or forecloses or otherwise realizes upon the Financing Agreement Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Financing Agreement Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Collateral Agent Lender specifically acknowledges and agrees that the Financing Agent may, subject to the provisions of Section 3, Bond Trustee may take such action as it deems appropriate to enforce the Financing Agreement Senior Obligations and its lien Lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial or detrimental to the Collateral AgentLender’s interest. The Lender agrees that it shall not take any action to foreclose or otherwise realize upon the Collateral or exercise any rights or remedies of a secured party with respect to the Collateral, unless and until the Senior Obligations have been paid in full. Also without in any way limiting the foregoing, the Collateral Agent for itself and for all who may claim through or under it, Lender hereby expressly waives and releases any and all rights to have the Financing Agreement Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Financing Agentthereon. In order for the Financing Agent to enforce its rights in the Financing Agreement Collateral, there There shall be no obligation on the part of the Financing AgentBond Trustee, at any time, to resort for payment of the Financing Agreement Senior Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights collateral or remedies whatsoever, and the Financing Agent shall have the right, subject to the provisions of Section 3, to foreclose or otherwise realize upon the Financing Agreement Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. If the Financing Agent or any Financing Lender becomes the owner of any Patent, Trademark, Copyright or other intellectual property of any Credit Party as a result of the exercise of remedies by the Financing Agent or such Financing Lender with respect to its Lien on such Patent, Trademark, Copyright or other intellectual property, then upon request of the Collateral Agent, the Financing Agent or such Financing Lender shall grant to the Collateral Agent a 90 day limited, nonexclusive royalty-free license (a “Disposition License”) to use any such Patent, Trademark or Copyright to the extent necessary to enforce any Lien held by the Collateral Agent upon any of the PP&E Collateral, and to the extent appropriate, in the good faith opinion of the Collateral Agent, to process, collect, ship, product, store, complete, supply, lease, sell or otherwise dispose of any PP&E Collateral in any lawful manner (any such actions or activities taken by the Financing Agent shall be at the expense of the Collateral Agent). Any license so granted by the Financing Agent or the applicable Financing Lender shall be binding on its successors and assigns. Furthermore, to the extent the Financing Agent or any Financing Lender becomes the owner of any patent, trademark or proprietary information of any Credit Party as a result of the exercise of remedies by such Financing Agent or Financing Lender with respect to its lien on such patent, trademark or proprietary information, the Financing Agent or such Financing Lender shall not make any subsequent sale or transfer of such patent, trademark or proprietary information unless the purchaser or transferee thereof agrees in writing to provide a Disposition License to the Collateral Agent upon request. (B) Subject to the provisions of Section 3, the Collateral Agent shall have complete and sole discretion in, and shall not be liable to the Financing Agent for, determining how, when and in what manner the Collateral Agent administers the Indenture Obligations or forecloses or otherwise realizes upon the indenture Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Indenture Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Financing Agent specifically acknowledges and agrees that the Collateral Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Indenture Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Financing Agent’s interest. Also without in any way limiting the foregoing, the Financing Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Indenture Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Collateral Agent. In order for the Collateral Agent to enforce its rights in the Indenture Collateral, there shall be no obligation on the part of the Collateral Agent, at any time, to resort for payment of the Indenture Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Collateral Agent shall, subject to the provisions of Section 3, Bond Trustee shall have the right to foreclose or otherwise realize upon the Indenture Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing.

Administration of Collateral. (Aa) Subject to the provisions of Section 3, the Financing Agent shall, until the Financing Agreement Obligations (other than any Excess Financing Agreement Obligations) have been paid in full, have complete and sole discretion in, and shall not be liable to the The Collateral Agent for, determining how, when and in what manner shall at all times have all the Financing Agent administers the Financing Agreement Obligations or forecloses or otherwise realizes upon the Financing Agreement Collateral or exercises any rights or remedies of a secured party under the UCC (whether or lien creditor or any other not in effect in the jurisdiction where such rights are exercised) with respect to the Financing Agreement Collateral or otherwise takes any action with respect theretoCollateral. Without in any way limiting the foregoingIn addition, the Collateral Agent specifically acknowledges shall, upon Proper Instructions from the Lender, but only while an Event of Default has occurred and agrees that is continuing, sell, lease, license or otherwise Dispose of the Financing Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Financing Agreement Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Collateral Agent’s interest. Also without in any way limiting the foregoing, the Collateral Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Financing Agreement Collateral or any part thereof marshaled thereof, in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, irrespective of the impact of any foreclosuresuch sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Lender, which may be withheld in its reasonable discretion) shall be entitled, for the purpose of bidding and making settlement or other realization thereon payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of its Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Financing Agent. In order Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Borrower or such officer or be answerable in any way for the Financing Agent to enforce its rights in misapplication thereof. Each purchaser at any such sale shall hold the Financing Agreement Collateral, there shall be no obligation property sold absolutely free from any claim or right on the part of the Financing Agent, at any time, to resort for payment of the Financing Agreement Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoeverBorrower, and the Financing Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall have not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the righttime and place fixed therefor, subject and such sale may, without further notice, be made at the time and place to the provisions of Section 3, to foreclose or otherwise realize upon the Financing Agreement Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of was so adjourned. To the foregoing. If the Financing Agent or any Financing Lender becomes the owner of any Patent, Trademark, Copyright or other intellectual property of any Credit Party as a result of the exercise of remedies maximum extent permitted by the Financing Agent or such Financing Lender with respect to its Lien on such Patent, Trademark, Copyright or other intellectual property, then upon request of the Collateral Agentlaw, the Financing Agent or such Financing Lender shall grant to Borrower hereby waives any claim against the Collateral Agent arising because the price at which any Collateral may have been sold at such a 90 day limitedprivate sale was less than the price that might have been obtained at a public sale, nonexclusive royalty-free license (a “Disposition License”) to use any such Patent, Trademark or Copyright to the extent necessary to enforce any Lien held by even if the Collateral Agent upon any of accepts the PP&E Collateral, first offer received and does not offer such Collateral to the extent appropriate, in the good faith opinion of the Collateral Agent, to process, collect, ship, product, store, complete, supply, lease, sell or otherwise dispose of any PP&E Collateral in any lawful manner (any such actions or activities taken by the Financing Agent shall be at the expense of the Collateral Agent)more than one offeree. Any license so granted by the Financing Agent or the applicable Financing Lender shall be binding on its successors and assigns. Furthermore, to the extent the Financing Agent or any Financing Lender becomes the owner of any patent, trademark or proprietary information of any Credit Party as a result of the exercise of remedies by such Financing Agent or Financing Lender with respect to its lien on such patent, trademark or proprietary information, the Financing Agent or such Financing Lender shall not make any subsequent sale or transfer of such patent, trademark or proprietary information unless the purchaser or transferee thereof agrees in writing to provide a Disposition License to the Collateral Agent upon request. (B) Subject to the provisions of Section 3, the Collateral Agent shall have complete and sole discretion in, and shall not be liable to the Financing Agent for, determining how, when and in what manner the Collateral Agent administers the Indenture Obligations or forecloses or otherwise realizes upon the indenture Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Indenture Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Financing Agent specifically acknowledges and agrees that the The Collateral Agent may, subject with the consent of the Lender, disclaim any warranty, as to the provisions of Section 3title or as to any other matter, take in connection with such action as it deems appropriate to enforce the Indenture Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Financing Agent’s interest. Also without in any way limiting the foregoing, the Financing Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Indenture Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon Disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other Disposition. (b) If the Collateral Agent sells any of the Collateral upon credit, the Borrower will be credited only with payment actually made by the purchaser and received by the Collateral Agent. In order If the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to enforce its the same rights and duties set forth herein. (c) Any and all interest and other cash and non-cash distributions in respect of any Collateral, any and all payments received upon Disposition of any Collateral and any and all other Proceeds of any Collateral shall be paid directly to, and shall be received and held in, the Collateral Account. If any Proceeds of the Collateral are received by the Borrower otherwise than in the Indenture CollateralCollateral Account, there such Proceeds shall be no obligation on the part of so received in trust for the Collateral Agent, at any time, to resort for payment shall be segregated from other funds and property of the Indenture Obligations Borrower and shall be forthwith delivered to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Collateral Agent shallfor deposit in the Collateral Account in the same form as received, subject to the provisions of Section 3, have the right to foreclose or otherwise realize upon the Indenture Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from with any of the foregoingnecessary endorsements.

Administration of Collateral. (Aa) Subject to the provisions of Section 3, the Financing Agent shall, until the Financing Agreement Obligations (other than any Excess Financing Agreement Obligations) have been paid in full, have complete and sole discretion in, and shall not be liable to the The Collateral Agent for, determining how, when and in what manner shall at all times have all the Financing Agent administers the Financing Agreement Obligations or forecloses or otherwise realizes upon the Financing Agreement Collateral or exercises any rights or remedies of a secured party under the UCC (whether or lien creditor or any other not in effect in the jurisdiction where such rights are exercised) with respect to the Financing Agreement Collateral or otherwise takes any action with respect theretoCollateral. Without in any way limiting the foregoingIn addition, the Collateral Agent specifically acknowledges shall, upon Proper Instructions from the Controlling Party, and agrees that the Financing Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Financing Agreement Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to an Event of Default has occurred, sell, lease, license or otherwise dispose of the Collateral Agent’s interest. Also without in any way limiting the foregoing, the Collateral Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Financing Agreement Collateral or any part thereof marshaled thereof, in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, irrespective of the impact of any foreclosuresuch sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party or the Equity Investor may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion absent direction from the Controlling Party) shall be entitled, for the purpose of bidding and making settlement or other realization thereon payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of its Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Financing Agent. In order Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Borrower or such officer or be answerable in any way for the Financing Agent to enforce its rights in misapplication thereof. Each purchaser at any such sale shall hold the Financing Agreement Collateral, there shall be no obligation property sold absolutely free from any claim or right on the part of the Financing AgentBorrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any timetime in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obliged to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to resort for payment which it was so adjourned. To the maximum extent permitted by law, the Borrower hereby waives any claim against the Collateral Agent arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Collateral Agent may, with the consent of the Financing Agreement Obligations Controlling Party, disclaim any warranty, as to any obligor thereon title or any guarantor thereof, or as to any other person matter, in connection with such sale or corporation, their properties or estates, or to resort to any other rights or remedies whatsoeverdisposition, and its doing so shall not be considered adversely to affect the Financing commercial reasonableness of such sale or other disposition. (b) If the Collateral Agent shall have sells any of the rightCollateral upon credit, the Borrower will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 5(b) hereof. If the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the provisions same rights and duties set forth herein. (c) Notice of any such sale or other disposition shall be given by the Collateral Agent to the Borrower and Equity Investor as required by Section 39 hereof. (d) Any and all interest and other cash and non-cash distributions in respect of any Collateral, to foreclose or otherwise realize any and all payments received upon disposition of any Collateral and any and all other Proceeds of any Collateral shall be paid directly to, and shall be received and held in, the Financing Agreement Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from Accounts. If any Proceeds of the foregoing. If the Financing Agent or any Financing Lender becomes the owner of any Patent, Trademark, Copyright or other intellectual property of any Credit Party as a result of the exercise of remedies Collateral are received by the Financing Agent or Borrower otherwise than in the Collateral Accounts, such Financing Lender with respect to its Lien on such Patent, Trademark, Copyright or other intellectual property, then upon request of Proceeds shall be so received in trust for the Collateral Agent, shall be segregated from other funds and property of the Financing Agent or such Financing Lender Borrower and shall grant be forthwith delivered to the Collateral Agent a 90 day limited, nonexclusive royalty-free license (a “Disposition License”) to use any such Patent, Trademark or Copyright to the extent necessary to enforce any Lien held by Securities Intermediary for deposit in the Collateral Agent upon any of the PP&E Collateral, and to the extent appropriate, Accounts in the good faith opinion of the Collateral Agentsame form as received, to process, collect, ship, product, store, complete, supply, lease, sell or otherwise dispose of with any PP&E Collateral in any lawful manner (any such actions or activities taken by the Financing Agent shall be at the expense of the Collateral Agent). Any license so granted by the Financing Agent or the applicable Financing Lender shall be binding on its successors and assigns. Furthermore, to the extent the Financing Agent or any Financing Lender becomes the owner of any patent, trademark or proprietary information of any Credit Party as a result of the exercise of remedies by such Financing Agent or Financing Lender with respect to its lien on such patent, trademark or proprietary information, the Financing Agent or such Financing Lender shall not make any subsequent sale or transfer of such patent, trademark or proprietary information unless the purchaser or transferee thereof agrees in writing to provide a Disposition License to the Collateral Agent upon requestnecessary endorsements. (B) Subject to the provisions of Section 3, the Collateral Agent shall have complete and sole discretion in, and shall not be liable to the Financing Agent for, determining how, when and in what manner the Collateral Agent administers the Indenture Obligations or forecloses or otherwise realizes upon the indenture Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Indenture Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Financing Agent specifically acknowledges and agrees that the Collateral Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Indenture Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Financing Agent’s interest. Also without in any way limiting the foregoing, the Financing Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Indenture Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Collateral Agent. In order for the Collateral Agent to enforce its rights in the Indenture Collateral, there shall be no obligation on the part of the Collateral Agent, at any time, to resort for payment of the Indenture Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Collateral Agent shall, subject to the provisions of Section 3, have the right to foreclose or otherwise realize upon the Indenture Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing.

Administration of Collateral. (Aa) Subject to the provisions of Section 3, the Financing Agent shall, until the Financing Agreement Obligations (other than any Excess Financing Agreement Obligations) have been paid in full, have complete and sole discretion in, and shall not be liable to the The Collateral Agent for, determining how, when and in what manner shall at all times have all the Financing Agent administers the Financing Agreement Obligations or forecloses or otherwise realizes upon the Financing Agreement Collateral or exercises any rights or remedies of a secured party under the UCC (whether or lien creditor or any other not in effect in the jurisdiction where such rights are exercised) with respect to the Financing Agreement Collateral or otherwise takes any action with respect theretoCollateral. Without in any way limiting the foregoingIn addition, the Collateral Agent specifically acknowledges shall, upon Proper Instructions from the Controlling Party, and agrees that the Financing Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Financing Agreement Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to an Event of Default has occurred, sell, lease, license or otherwise dispose of the Collateral Agent’s interest. Also without in any way limiting the foregoing, the Collateral Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Financing Agreement Collateral or any part thereof marshaled thereof, in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, irrespective of the impact of any foreclosuresuch sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Controlling Party, which may be withheld in its reasonable discretion) shall be entitled, for the purpose of bidding and making settlement or other realization thereon payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of its Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Financing Agent. In order Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Borrower or such officer or be answerable in any way for the Financing Agent to enforce its rights in misapplication thereof. Each purchaser at any such sale shall hold the Financing Agreement Collateral, there shall be no obligation property sold absolutely free from any claim or right on the part of the Financing AgentBorrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any timetime in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obliged to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to resort for payment which it was so adjourned. To the maximum extent permitted by law, the Borrower hereby waives any claim against the Collateral Agent arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Collateral Agent may, with the consent of the Financing Agreement Obligations Controlling Party, disclaim any warranty, as to any obligor thereon title or any guarantor thereof, or as to any other person matter, in connection with such sale or corporation, their properties or estates, or to resort to any other rights or remedies whatsoeverdisposition, and its doing so shall not be considered adversely to affect the Financing commercial reasonableness of such sale or other disposition. (b) If the Collateral Agent shall have sells any of the rightCollateral upon credit, the Borrower will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 5(b) hereof. If the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the provisions same rights and duties set forth herein. (c) Any and all interest and other cash and non-cash distributions in respect of Section 3any Collateral, to foreclose or otherwise realize any and all payments received upon disposition of any Collateral and any and all other Proceeds of any Collateral shall be paid directly to, and shall be received and held in, the Financing Agreement Collateral upon which it has a security interest irrespective Account (provided, that only the proceeds of whether or not Loans, and no other proceedings or steps are pending seeking resort to or realization upon or from amounts, shall be received and held in the Loan Proceeds Account). If any Proceeds of the foregoing. If the Financing Agent or any Financing Lender becomes the owner of any Patent, Trademark, Copyright or other intellectual property of any Credit Party as a result of the exercise of remedies Collateral are received by the Financing Agent or Borrower otherwise than in the Collateral Account, such Financing Lender with respect to its Lien on such Patent, Trademark, Copyright or other intellectual property, then upon request of Proceeds shall be so received in trust for the Collateral Agent, shall be segregated from other funds and property of the Financing Agent or such Financing Lender Borrower and shall grant be forthwith delivered to the Securities Intermediary for deposit in the Collateral Account in the same form as received, with any necessary endorsements. (d) The Controlling Party agrees that the instructions included in any Proper Instructions delivered to the Collateral Agent a 90 day limited, nonexclusive royalty-free license (a “Disposition License”pursuant to Section 4(a) to use any such Patent, Trademark or Copyright to the extent necessary to enforce any Lien held by the Collateral Agent upon any of the PP&E Collateral, and to the extent appropriate, in the good faith opinion of the Collateral Agent, to process, collect, ship, product, store, complete, supply, lease, sell or otherwise dispose of any PP&E Collateral in any lawful manner (any such actions or activities taken by the Financing Agent shall be at the expense of the Collateral Agent). Any license so granted by the Financing Agent or the applicable Financing Lender shall be binding on its successors and assigns. Furthermore, to the extent the Financing Agent or any Financing Lender becomes the owner of any patent, trademark or proprietary information of any Credit Party as a result of the exercise of remedies by such Financing Agent or Financing Lender consistent with respect to its lien on such patent, trademark or proprietary information, the Financing Agent or such Financing Lender shall not make any subsequent sale or transfer of such patent, trademark or proprietary information unless the purchaser or transferee thereof agrees in writing to provide a an Approved Disposition License to the Collateral Agent upon request. Plan (B) Subject to the provisions of Section 3, it being understood that the Collateral Agent shall have complete and sole discretion inbe entitled to rely on instructions with respect to any sale, lease, license or disposition of the Collateral contained in such Proper Instructions, and shall not be liable to the Financing Agent for, determining how, when and in what manner the Collateral Agent administers the Indenture Obligations or forecloses or otherwise realizes upon the indenture Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Indenture Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Financing Agent specifically acknowledges and agrees that the Collateral Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Indenture Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or not such action is beneficial to the Financing Agent’s interest. Also without in any way limiting the foregoing, the Financing Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have the Indenture Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Collateral Agent. In order for the Collateral Agent to enforce its rights in the Indenture Collateral, there shall be no obligation on the part to confirm that any such sale, lease, license or disposition of the Collateral Agent, at any time, to resort for payment of the Indenture Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Collateral Agent shall, subject to the provisions of Section 3, have the right to foreclose or otherwise realize upon the Indenture Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoingis in accordance with an Approved Disposition Plan).