Common use of Authorization of Receipt of Funds by the Trustee Under the Collateral Documents Clause in Contracts

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary Guarantor, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Issuers or the Subsidiary Guarantors, as applicable, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the Collateral Trust Agreement, upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents)) in accordance with Section 6.10 hereof, as the Trustee shall determine or as the Holders of the Senior Notes shall direct pursuant to Section 6.05 6.5 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Company or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the Intercreditor Agreement, upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents)) in accordance with Section 6.10 hereof, as the Trustee shall determine or as the Holders of the Senior Notes shall direct pursuant to Section 6.05 6.5 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Company or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the provisions of the Liquidity Facility Intercreditor Agreement and the Senior Notes Intercreditor Agreement, upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for hereinin this Indenture, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code UCC or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem are commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Liquidity Facility Intercreditor Agreement, the Senior Notes Intercreditor Agreement or Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 6.5 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations Obligations in accordance with Section 6.10 shall be paid over to the applicable Issuer or Subsidiary Guarantor or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may directapplied in accordance with Section 6.10.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the Intercreditor Agreement, upon an Event of Default and so long as such Event of Default continues, the Trustee Collateral Agent may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorIssuers, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee Collateral Agent shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee Collateral Agent and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents)) in accordance with Section 6.10 hereof, as the Trustee shall determine or as the Holders of the Senior Notes shall direct pursuant to Section 6.05 6.5 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee Collateral Agent and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Issuers or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under provided for by the applicable Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell sell, assign or otherwise liquidate, or direct the Company to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been being given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place placed fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be deposited in a separate bank account of the Trustee created for such purpose and applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 hereof, (ai) against the obligations Obligations of the Company under this Indenture, the Senior Secured Discount Notes and the Collateral Documents for the ratable benefit of for the Holders of the NotesHolders, (bii) to maintain, repair maintain or otherwise protect the Collateral or (ciii) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the NotesHolders. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations Obligations of the Company under this Indenture, the Senior Secured Discount Notes or the Collateral Documents shall be paid over to the applicable Issuer or Subsidiary Guarantor Company or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the Collateral Trust Agreement and the Mortgage Indenture, upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents)) in accordance with Section 6.10 hereof, as the Trustee shall determine or as the Holders of the Senior Notes shall direct pursuant to Section 6.05 6.5 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Company or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. (a) Upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Note Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code of New York or Louisiana, as applicable, or other applicable law, and the Trustee may also upon obtaining possession of the Note Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell the Note Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any . (b) Subject to the provisions of Section 6.10 hereof, any cash that is Note Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Note Collateral shall be applied held for the benefit of the holders (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or until such time as the Holders of the Notes shall direct the Trustee pursuant to Section 6.05 hereof, hereof to apply such cash proceeds: (ai) against the obligations for the ratable benefit of the Holders of the Notes, (bii) to maintain, repair or otherwise protect the Note Collateral or (ciii) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Company or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the Intercreditor Agreement, upon an Event of Default and so long as such Event of Default continues, the Trustee Collateral Agent may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorIssuers, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ notice to the Issuers or the Subsidiary Guarantors, as applicable, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee Collateral Agent shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee Collateral Agent and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents)) in accordance with Section 6.10 hereof, as the Trustee shall determine or as the Holders of the Senior Notes shall direct pursuant to Section 6.05 6.5 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee Collateral Agent and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Issuers or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary Guarantor, except as specified below, sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any exchange, broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ notice to the Issuers or the Subsidiary GuarantorsGuarantor, as applicable, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon an Event of Default and so long as such Event of Default continues, the Trustee may may, subject to the terms of the Intercreditor Agreement, exercise in respect of the Note Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Note Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorIssuers, except as specified below, sell the Note Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicable, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Note Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Note Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 hereof, (ai) against the obligations for the ratable benefit of the Holders of the Notes, (bii) to maintain, repair or otherwise protect the Note Collateral or (ciii) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor Issuers or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon Subject to the Security Agreement and the Mortgages and the provisions of the Intercreditor Agreement, upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code UCC or other applicable law, and the Trustee Trustee, as Collateral Agent, may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorCompany, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers Company acknowledges and the Subsidiary Guarantors acknowledge and agree agrees that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ notice to the Issuers or the Subsidiary Guarantors, as applicable, Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash collateral that is Collateral cash held by the Trustee Trustee, as Collateral Agent, and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral Documents)) in accordance with Section 6.10 hereof, as the Trustee shall determine or as the Holders of the Notes Securities shall direct pursuant to Section 6.05 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations underlying this Indenture shall be paid over to the applicable Issuer or Subsidiary Guarantor Company or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon an Event of Default and so long as such Event of Default continues, the Trustee may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary Guarantor, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ notice to the Issuers or the Subsidiary GuarantorsGuarantor, as applicable, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.

Authorization of Receipt of Funds by the Trustee Under the Collateral Documents. Upon an Event of Default and so long as such Event of Default continues, the Trustee may may, subject to the terms of the Rank Intercreditor Agreement and the FF&E Intercreditor Agreement, exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein, in the Collateral Documents or otherwise available to it, all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, and the Trustee may also upon obtaining possession of the Collateral as set forth herein, without notice to the Issuers or any Subsidiary GuarantorIssuers, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s 's board or at any of the Trustee’s 's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable. The Issuers and the Subsidiary Guarantors acknowledge and agree that any such private sale may result in prices and other terms less favorable to the seller than if such a sale were a public sale. The Issuers and the Subsidiary Guarantors agree that, to the extent notice of sale shall be required by law, at least ten (10) 10 days’ ' notice to the Issuers or the Subsidiary Guarantors, as applicableIssuers, of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale regardless of notice of sale having been given. The Trustee 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 which it was so adjourned. Any cash that is Collateral held by the Trustee and all cash proceeds received by the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied (unless otherwise provided for in the Collateral Documents and after payment of any and all amounts payable to the Trustee pursuant to this Indenture and the Collateral DocumentsIndenture), as the Trustee shall determine or as the Holders of the Notes shall direct pursuant to Section 6.05 hereof, (a) against the obligations for the ratable benefit of the Holders of the Notes, (b) to maintain, repair or otherwise protect the Collateral or (c) to take such other action to protect the other rights of the Holders of the Notes or to take any other appropriate action or remedy for the benefit of the Holders of the Notes. Any surplus of such cash or cash proceeds held by the Trustee and remaining after payment in full of all the obligations shall be paid over to the applicable Issuer or Subsidiary Guarantor or to whomsoever may be lawfully entitled to receive such surplus or as a court of competent jurisdiction may direct.