Common use of Remedies upon a Default Clause in Contracts

Remedies upon a Default. i. If any Default described in subsections (v) or (vi) of Section 13(a) shall occur, then without notice or any other action by the Secured Party, and if any other Default shall occur and remain uncured, then at Secured Party’s option, the entire unpaid indebtedness (principal, interest, fees, costs and otherwise) remaining unpaid under the Note shall become immediately due and payable without notice or demand. ii. The Secured Party may exercise in respect to the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code of the relevant jurisdiction (the “Code”) (whether or not the Code applies to the affected Collateral) and any other applicable law upon default by a debtor, and also may: (i) require Borrower to, and Borrower hereby agrees that it shall at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at the address, stated in Secured Party’s notice requiring such assembly; and (ii) upon not less than five (5) days prior written notice to Borrower, sell the Collateral or any part thereof in one or more parcels at public or private sale, at the address stated in the Secured Party’s notice or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party 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. iii. All cash proceeds received by the Secured Party in respect to any sale of, collection from, or other realization upon all or any part of’ the Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Secured Party pursuant to Section 14) in whole or in part by the Secured Party against, all or any part of the Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all the Obligations shall be paid over to Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Remedies upon a Default. i. (a) If any Default described an Amortization Event has occurred and is continuing, the Collateral Agent shall, at the direction of the Controlling Party, take whatever action at law or in subsections equity as may appear necessary or desirable in the judgment of the Controlling Party to collect and satisfy all Secured Obligations (vincluding, but not limited to, foreclosure upon the Collateral and sale or securitization of the Collateral and all other rights available to secured parties under applicable law) or (vi) to enforce performance and observance of Section 13(a) shall occurany obligation, then without notice agreement or covenant under any other action by of the Secured Party, and if any other Default shall occur and remain uncured, then at Secured Party’s option, the entire unpaid indebtedness (principal, interest, fees, costs and otherwise) remaining unpaid under the Note shall become immediately due and payable without notice or demand. iiTransaction Documents. The Secured Party may exercise in respect to the Collateral, in In addition to all other rights and remedies provided granted to the Collateral Agent for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code benefit of the relevant jurisdiction (Secured Parties by this Security Agreement, the “Code”) (whether or not other Transaction Documents, the Code applies to the affected Collateral) UCC and any other applicable law upon default by a debtorlaw, rules, or regulations, the Collateral Agent may with the consent of the Controlling Party, and also may: (i) require Borrower to, and Borrower hereby agrees that it shall at its expense and upon the request of the Secured Party forthwithControlling Party, assemble all upon the occurrence and during the continuance of any such Amortization Event, exercise any one or part more of the following rights and remedies: foreclose upon or otherwise enforce the security interests in any or all Collateral in any manner permitted by applicable law, rules, or regulations or in this Security Agreement; notify any or all Obligors to make payments with respect to Receivables directly to the Collateral Agent; sell or otherwise dispose of any or all Collateral at one or more public or private sales, for cash or credit or future delivery, on such terms and in such manner as directed by the Secured Controlling Party may determine; require AFL, the Seller or the Issuer to assemble the Collateral and make it available to the Secured Party Collateral Agent at a place to be designated by the address, stated in Secured Party’s notice requiring such assemblyCollateral Agent; enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and enforce any rights of the Issuer under any Receivable or other agreement to the extent the Controlling Party deems appropriate. In furtherance of the Collateral Agent's rihts hereunder, each of AFL, the Seller and the Issuer hereby grants to the Collateral Agent an irrevocable, non-exclusive license (iiexercisable without royalty or other payment by the Collateral Agent) upon not less than five to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which the Issuer now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored. Each of AFL, the Seller and the Issuer hereby agrees that ten (510) days prior written notice to Borrowerof any intended sale or disposition of any Collateral is reasonable. Notwithstanding the foregoing, sell the Collateral or Agent shall not be entitled to take any part thereof in one or more parcels at public or private sale, at action and the address stated in the Secured Party’s notice or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Secured Controlling Party shall not be obligated entitled to give any direction with respect to the Collateral, except to the extent provided herein and in the Sale and Servicing Agreement or other Transaction Documents. (b) In the event of any sale, collection, conversion or other disposition into cash of the Collateral, or any part thereof, after deducting any actual costs and expenses incurred in connection with any such disposition, the Collateral Agent shall deposit the proceeds thereof into the Collection Account for distribution on the next succeeding Distribution Date in accordance with the priorities set forth in Section 4.6 of the Sale and Servicing Agreement. (c) The Controlling Party and the Collateral Agent shall be entitled to obtain from AFL, the Seller and the Issuer all records and documentation in the possession of AFL, the Seller or the Issuer, as the case may be, pertaining to any Collateral. Upon consummation of any sale pursuant to this Section 6.1, the Controlling Party, or the Collateral Agent acting on behalf of and at the direction of the Controlling Party, shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof (which may include the Security Insurer), free and clear of any Lien, the Collateral, or any portion thereof or any interest therein, so sold. Each purchaser at any such sale shall hold the property purchased by it absolutely free and clear from any claim or right on the part of the Secured Parties, AFL, the Seller or the Issuer and AFL, the Seller and the Issuer hereby irrevocably waive all rights of redemption, stay, marshalling of assets or appraisal that either of them now has or may at any time in the future have under applicable law or statute now existing or hereafter enacted. (d) In addition to the remedies granted in this Agreement and the other Transaction Documents, if an Amortization Event has occurred and is continuing, the Collateral Agent shall, at the direction of the Controlling Party, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Controlling Party to collect the amounts then due and thereafter to become due under this Agreement and any of the other Transaction Documents (including but not limited to, all rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Transaction Documents, including the exercise of the following powers with respect to the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, securitize, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any sale allowance or other adjustment with respect thereto. All proceeds of any portion of the Collateral regardless of notice of sale having been given. liquidated pursuant to this Section 6.1 shall be applied as set forth in Subsection (b) above. (e) The Secured Party Collateral Agent and the Controlling Party, as the case may adjourn any public or private sale from time to time be, may exercise the powers and rights granted by announcement at the time and place fixed therefor, and such sale maythis Section 6.1, without further notice, be made at the time and place to which it was so adjourned. iii. All cash proceeds received by the Secured Party in respect to any sale of, collection from, notice or other realization upon all or any part of’ the Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable demand to the Secured Party pursuant to Section 14Indenture Trustee, AFL, the Seller or the Issuer except as provided in (a) in whole or in part by the Secured Party against, all or any part of the Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all the Obligations shall be paid over to Borrower or to whomsoever may be lawfully entitled to receive such surplusabove.

Remedies upon a Default. i. If any Default described in subsections (v) or (vi) of Section 13(a) shall occur, then without notice or any other action by the Secured Party, and if any other Default shall occur and remain uncured, then at Secured Party’s option, the entire unpaid indebtedness (principal, interest, fees, costs and otherwise) remaining unpaid under the Note shall become immediately due and payable without notice or demand. ii. The Secured Party may exercise in respect to the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code of the relevant jurisdiction (the “Code”) (whether or not the Code applies to the affected Collateral) and any other applicable law upon default by a debtor, and also may: (i) require Borrower to, and Borrower hereby agrees that it shall at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at the address, stated in Secured Party’s notice requiring such assembly; and (ii) upon not less than five (5) days prior written notice to Borrower, sell the Collateral or any part thereof in one or more parcels at public or private sale, at the address stated in the Secured Party’s notice or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party 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. iii. All cash proceeds received by the Secured Party in respect to any sale of, collection from, or other realization upon all or any part of’ ' the Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Secured Party pursuant to Section 14) in whole or in part by the Secured Party against, all or any part of the Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all the Obligations shall be paid over to Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Remedies upon a Default. i. If Upon the occurrence and continuance of a Default, the Assignee shall be entitled to deliver a "Notice of Exclusive Control" pursuant to the Control Agreement and to exercise any Default described in subsections (v) or (vi) all of Section 13(a) shall occur, then without notice or any other action by the Secured Partyfollowing remedies, and if the Assignor shall observe and perform the following provisions and obligations: (a) The Assignee shall be entitled to receive the Collateral and any other Default shall occur and remain uncured, then at Secured Party’s option, the entire unpaid indebtedness (principal, interest, fees, costs and otherwise) remaining unpaid under the Note shall become immediately due and payable without notice investment income or demand. ii. The Secured Party may exercise payments in respect to of the Collateral, which amounts may be applied by the Assignee to, and set off by the Assignee against, the Secured Debt in addition such manner as the Assignee, in its sole discretion, may determine, but subject to other rights and remedies provided for herein or otherwise available to it, the terms of Section 10.4 of the Credit Agreement. (b) The Assignee shall have all of the rights and remedies of a secured party on default creditor under the Uniform Commercial Code Code, as now and hereafter in effect in the State of Illinois and in any other state whose laws may be applicable with respect to the relevant jurisdiction Collateral (the “"Uniform Commercial Code”) (whether "), including, without limitation, the right to enforce or not foreclose on its lien on the Code applies Collateral, the right to withdraw and apply any or all amounts held in the Collateral Account constituting Collateral to the affected Collateral) and Secured Debt, the right to transfer any other applicable law upon default by a debtor, and also may: (i) require Borrower to, and Borrower hereby agrees that it shall at its expense and upon request of the Secured Party forthwith, assemble or all or part of the Collateral as directed by into the Secured Party name of the Assignee or any nominee of the Assignee and make it available the right to sell, assign or otherwise dispose of any or all of the Secured Party Collateral at one or more private or public sales at which the addressAssignee may bid and purchase any or all of the Collateral in its own name or that of a nominee, stated free and clear of any equity of redemption which is hereby waived and released. The Collateral may be sold for cash or other value in Secured Party’s notice requiring such assembly; and any manner without demand, advertisement or notice, other than ten (ii10) upon not less than five (5) days days' prior written notice to Borrower, sell the Collateral or any part thereof in one or more parcels at public or private sale, at the address stated in the Secured Party’s notice or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such of any public sale may, without further notice, be made at or the time after which any private sale may take place, given to the Assignor in the manner provided herein, which notice is agreed to be reasonable. In view of the fact that federal and place to state securities and insurance laws may impose certain restrictions on the method by which it was so adjourned. iii. All cash proceeds received by the Secured Party in respect to any a sale of, collection from, or other realization upon all or any part of’ of the Collateral maymay be affected, in the discretion of Assignor agrees that the Secured Party, be held by the Secured Party as collateral for, and/or then or Agent may at any time thereafter applied (after payment of any amounts payable permitted hereunder, attempt to the Secured Party pursuant to Section 14) in whole or in part by the Secured Party against, sell all or any part of the Obligations in such order as Collateral by means of a private placement, restricting the Secured Party shall electbidders and prospective purchasers to those who are qualified and will represent and agree that they are purchasing for investment only and not for distribution. Any surplus In so doing, the Agent may solicit offers to buy the Collateral, or any part thereof, from a limited number of such cash or cash proceeds held investors deemed by the Secured Party and remaining after payment Agent, in full of all its reasonable judgment, to be financially responsible parties who might be interested in purchasing the Obligations shall be paid over to Borrower Collateral, or to whomsoever may be lawfully entitled to receive such surplus.any part

Remedies upon a Default. i. If Upon any Default described in subsections (v) default hereunder, Liquidator shall have the following rights and remedies, individually or (vi) cumulatively or otherwise: A. Secured Party may accelerate the Note and exercise any of Section 13(a) shall occurthe remedies it has under any of the Loan Documents; B. Secured Party may instruct the Liquidator the take immediate possession of the books and records regarding the Collateral and otherwise to take such action as it determines under this Agreement, then without notice or any other action by the Secured Partyresort to legal process, and if for such purposes, Liquidator may enter upon any other Default shall occur premises on which such books and remain uncured, then at Secured Party’s option, the entire unpaid indebtedness (principal, interest, fees, costs and otherwise) remaining unpaid under the Note shall become immediately due and payable without notice or demand. ii. The Secured Party may exercise in respect to the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code of the relevant jurisdiction (the “Code”) (whether or not the Code applies to the affected Collateral) and any other applicable law upon default by a debtor, and also may: (i) require Borrower to, and Borrower hereby agrees that it shall at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at the address, stated in Secured Party’s notice requiring such assembly; and (ii) upon not less than five (5) days prior written notice to Borrower, sell records regarding the Collateral or any part thereof in one or more parcels at public or private salemay be situated and remove the same therefrom, or, at option of the address stated in Liquidator, render such Collateral unusable or dispose of said Collateral on Debtor's premises with respect thereto; C. Appointment to act hereunder by the Secured Party’s Liquidator may be made without notice having been given to the immediate appointment of a receiver for the Collateral for which it is entitled to act without regard to the value of the Collateral or elsewhere, the solvency of any person liable for cash, on credit or for future delivery, and upon such other terms as payment of the amounts due under the Loan Documents; D. Secured Party may deem commercially reasonable. The require Debtor to assemble the books and records regarding the Collateral and make them available to Liquidator, with respect to such foregoing portions of the Collateral, at a place to be designated by Liquidator and Secured Party; E. Secured Party may notify any of the Senior Lienors of the fact of the default and take any actions it deems appropriate under any inter-creditor agreement without notice to the Debtor of doing so. F. Secured Party may require Debtor to deliver to Secured Party and Liquidator lists or copies of the Patent and License related Accounts promptly after they arise and will deliver to Secured Party, promptly upon receipt, all Proceeds received by Debtor, including all Proceeds of the Accounts, in the exact form in which they are received; G. Secured Party or Liquidator may require Debtor to assign or endorse all of the Collateral and related proceeds to Liquidator and Liquidator with regard to such Collateral shall have full power to collect, compromise, endorse, sell, or otherwise deal therewith as agent for Debtor; H. Liquidator and Secured Party, in its discretion, may apply cash proceeds to the payment of any Obligations secured hereby or may release such cash proceeds to Debtor for use in the operation of Debtor's business; I. Secured Party and Liquidator may, upon a default, notify the Account debtors or other obligors with respect to the Collateral that it controls that the Accounts have been assigned to such party and should be paid to Secured Party; J. Secured Party may notify any of the parties to whom Debtor is owed money, accounts receivable, tangibles or intangibles, interests, whether corporeal or incorporeal and take such action as is may lawfully take hereunder and under applicable law; K. Secured Party may require Debtor to notify all Account debtors and indicate on all invoices to such Account debtors that the Accounts are payable to Secured Party. L. Secured Party shall not be obligated authorized to make notify any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public third party vendor 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. iii. All cash proceeds received by the Secured Party in respect to any sale of, collection from, or other realization upon all contracting party or any party under any agreement given as a part of’ of the Collateral may, in the discretion of the and act consistent with its rights hereunder; transfer into Secured Party, be held by 's name or the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment name of any amounts payable to the Secured Party pursuant to Section 14) in whole or in part by the Secured Party againstits nominee, all or any part of the Obligations in such order as the Collateral; M. Secured Party shall elect. Any surplus may receive all interest, dividends, and other proceeds of the Collateral; N. Liquidator may notify any person obligated on any such cash Collateral to which it may act of the security interest of Secured Party therein and require such person to make payment directly to Secured Party or cash Liquidator on demand and also demand, sxx for, collect or receive any proceeds held by of the collateral thereof, and/or make any settlement or compromise as Secured Party or Liquidator deems desirable with respect to any such Collateral; O. Otherwise, Secured Party and remaining after Liquidator may act with respect to the power of attorney granted hereunder to protect its rights. P. The proceeds of any Collateral obtained pursuant to the exercise of any remedy set forth in this Security and Loan Agreement shall be applied reasonably promptly by Secured Party and Liquidator: First, to the payment of all costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including, without limitation, compensation to the Liquidator and actual attorneys' fees of Liquidator and Secured Party, together with interest on each such amount at the highest rate then in effect under this Security and Loan Agreement; Second, to the indefeasible payment in full in cash of all the Obligations shall be paid over Obligations, ratably according to Borrower the unpaid amounts thereof, without reference or priority of any kind among amounts so due and payable and Third, to Debtor, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such surplusproceeds. With regard to all of the rights, prerogatives, entitlements and remedies of Secured Party for itself or Liquidator, as agent for Secured Party hereunder, Debtor agrees that such parties may exercise all rights under this Security Agreement without regard for the actual or potential tax consequences to Debtor under federal or state law, without regard to any other limitations imposed or proscribed and without regard to any instructions or directives given Secured Party or Liquidator by Debtor.

Remedies upon a Default. i. (a) If any Default described an Amortization Event has occurred and is continuing, the Collateral Agent shall, at the direction of the Controlling Party, take whatever action at law or in subsections equity as may appear necessary or desirable in the judgment of the Controlling Party to collect and satisfy all Secured Obligations (vincluding, but not limited to, foreclosure upon the Collateral and sale or securitization of the Collateral and all other rights available to secured parties under applicable law) or (vi) to enforce performance and observance of Section 13(a) shall occurany obligation, then without notice agreement or covenant under any other action by of the Secured Party, and if any other Default shall occur and remain uncured, then at Secured Party’s option, the entire unpaid indebtedness (principal, interest, fees, costs and otherwise) remaining unpaid under the Note shall become immediately due and payable without notice or demand. iiTransaction Documents. The Secured Party may exercise in respect to the Collateral, in In addition to all other rights and remedies provided granted to the Collateral Agent for herein the benefit of the Secured Parties by this Security Agreement, the other Transaction Documents, the UCC and other applicable law, rules, or otherwise available to itregulations, all the Collateral Agent may with the consent of the Controlling Party, and shall upon the request of the Controlling Party, upon the occurrence and during the continuance of any such Amortization Event, exercise any one or more of the following rights and remedies of a secured party on default under the Uniform Commercial Code of the relevant jurisdiction (the “Code”) (whether or not the Code applies to the affected Collateral) and any other applicable law upon default by a debtor, and also mayremedies: (i) require Borrower toforeclose upon or otherwise enforce the security interests in any or all Collateral in any manner permitted by applicable law, and Borrower hereby agrees that it shall at its expense and upon request of the Secured Party forthwithrules, assemble or regulations or in this Security Agreement; (ii) notify any or all or part of Obligors to make payments with respect to Receivables directly to the Collateral Agent; (iii) sell or otherwise dispose of any or all Collateral at one or more public or private sales, for cash or credit or future delivery, on such terms and in such manner as directed by the Secured Controlling Party may determine; (iv) require OFL, the Seller or the Issuer to assemble the Collateral and make it available to the Secured Party Collateral Agent at a place to be designated by the address, stated in Secured Party’s notice requiring such assemblyCollateral Agent; (v) enter onto any property where any Collateral is located and take possession thereof with or without judicial process; and (iivi) upon not less than five enforce any rights of the Issuer under any Receivable or other agreement to the extent the Controlling Party deems appropriate. In furtherance of the Collateral Agent's rights hereunder, each of OFL, the Seller and the Issuer hereby grants to the Collateral Agent an irrevocable, non-exclusive license (5exercisable without royalty or other payment by the Collateral Agent) to use, license or sublicense any patent, trademark, tradename, copyright or other intellectual property in which the Issuer now or hereafter has any right, title or interest, together with the right of access to all media in which any of the foregoing may be recorded or stored. Each of OFL, the Seller and the Issuer hereby agrees that ten (10) days prior written notice to Borrowerof any intended sale or disposition of any Collateral is reasonable. Notwithstanding the foregoing, sell the Collateral or Agent shall not be entitled to take any part thereof in one or more parcels at public or private sale, at action and the address stated in the Secured Party’s notice or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable. The Secured Controlling Party shall not be obligated entitled to give any direction with respect to the Collateral, except to the extent provided herein and in the Servicing Agreement or other Transaction Documents. (b) In the event of any sale, collection, conversion or other disposition into cash of the Collateral, or any part thereof, after deducting any actual costs and expenses incurred in connection with any such disposition, the Collateral Agent shall deposit the proceeds thereof into the Collection Account for distribution on the next succeeding Distribution Date in accordance with the priorities set forth in Section 3.6 of the Servicing Agreement. (c) The Controlling Party and the Collateral Agent shall be entitled to obtain from OFL, the Seller and the Issuer all records and documentation in the possession of OFL, the Seller or the Issuer, as the case may be, pertaining to any Collateral. Upon consummation of any sale pursuant to this Section 6.1, the Controlling Party, or the Collateral Agent acting on behalf of and at the direction of the Controlling Party, shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof (which may include the Security Insurer), free and clear of any Lien, the Collateral, or any portion thereof or any interest therein, so sold. Each purchaser at any such sale shall hold the property purchased by it absolutely free and clear from any claim or right on the part of the Secured Parties, OFL, the Seller or the Issuer and OFL, the Seller and the Issuer hereby irrevocably waive all rights of redemption, stay, marshalling of assets or appraisal that either of them now has or may at any time in the future have under applicable law or statute now existing or hereafter enacted. (d) In addition to the remedies granted in this Agreement and the other Transaction Documents, if an Amortization Event has occurred and is continuing, the Collateral Agent shall, at the direction of the Controlling Party, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Controlling Party to collect the amounts then due and thereafter to become due under this Agreement and any of the other Transaction Documents (including but not limited to, all rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Transaction Documents, including the exercise of the following powers with respect to the Collateral: (i) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, securitize, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any sale allowance or other adjustment with respect thereto. All proceeds of any portion of the Collateral regardless of notice of sale having been given. liquidated pursuant to this Section 6.1 shall be applied as set forth in Subsection (b) above. (e) The Secured Party Collateral Agent and the Controlling Party, as the case may adjourn any public or private sale from time to time be, may exercise the powers and rights granted by announcement at the time and place fixed therefor, and such sale maythis Section 6.1, without further notice, be made at the time and place to which it was so adjourned. iii. All cash proceeds received by the Secured Party in respect to any sale of, collection from, notice or other realization upon all or any part of’ the Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable demand to the Secured Party pursuant to Section 14Indenture Trustee, OFL, the Seller or the Issuer except as provided in (a) in whole or in part by the Secured Party against, all or any part of the Obligations in such order as the Secured Party shall elect. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all the Obligations shall be paid over to Borrower or to whomsoever may be lawfully entitled to receive such surplusabove.