Common use of Rights in Collateral Clause in Contracts

Rights in Collateral. (a) Other than the liens set forth on Schedule VI, Grantor represents, warrants and covenants that it has and shall have at all times valid title to all Collateral, free and clear of all liens, claims, charges and encumbrances (except for Permitted Liens), and Grantor shall defend such title against the claims and demands of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing of proper financing statements in the jurisdictions and the taking of all other steps regarding perfection specified on Schedule VII attached hereto, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which are accorded priority. Grantor represents and warrants that to the best of Grantor’s knowledge, except as previously disclosed, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect thereto, except to the extent of allowances for uncollectible accounts reflected on the financial statements of Grantor in accordance with generally accepted accounting principles consistently applied. (b) Except for dispositions permitted by the Indenture or in the ordinary course of business, Grantor shall not sell, transfer, assign, convey or otherwise dispose of, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right with respect thereto, without, the prior written consent of Trustee. (c) Grantor assumes full responsibility for taking any and all steps to preserve its rights with respect to the Collateral against all prior parties. Trustee shall be deemed to have exercised reasonable care in the preservation and custody of the portion of the Collateral as may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor shall reasonably request in writing; provided that such requested action shall not, in the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in or the value of such Collateral, and provided further that such written request is received by Trustee in sufficient time to permit Trustee to take the requested action. In the absence of such written request, Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Trustee accords its own property.

Rights in Collateral. (a) Other than In addition to and not in limitation of its rights under the liens set forth on Schedule VI, Grantor represents, warrants and covenants that it has and shall have at all times valid title to all Collateral, free and clear of all liens, claims, charges and encumbrances (except for Permitted Liens), and Grantor shall defend such title against the claims and demands of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing of proper financing statements in the jurisdictions Security Agreements and the taking of all other steps regarding perfection specified on Schedule VII attached heretoMortgage Documents, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which are accorded priority. Grantor represents and warrants that to the best of Grantor’s knowledge, except as previously disclosed, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect theretoAdministrative Agent may, except to the extent limited in Section 19.3, at its option, at any time, whether or not obligations of allowances for uncollectible accounts reflected the Borrowers to the Lender or the Swingline Lender are due, without notice or demand on the financial statements of Grantor in accordance with generally accepted accounting principles consistently applied. (b) Except for dispositions permitted by the Indenture or in the ordinary course of businessBorrowers, Grantor shall not sell, transfer, assign, convey or otherwise dispose of, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right with respect thereto, without, the prior written consent of Trustee. (c) Grantor assumes full responsibility for taking any and all steps to preserve its rights with respect to any Collateral (i) make, adjust and settle claims under any insurance policy related thereto; and (ii) take such other action, including, without limitation, the Collateral against all prior parties. Trustee shall be deemed to have exercised reasonable care execution and delivery of any instruments, documents and agreements in the preservation name of Borrowers, or any of them, as the Administrative Agent deems necessary or desirable to protect its interests therein and custody to carry out the purposes of this Agreement. Neither the Administrative Agent nor any of the portion Lenders nor the Swingline Lender shall have any duty as to the collection or protection of the Collateral or as may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor to the preservation of any rights pertaining thereto. Administrative Agent shall reasonably request in writing; provided that such requested action shall not, in the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in have no obligation whatsoever to any Lender or the value Swingline Lender or any other Person to assure that the Collateral exists or is owned by the Borrowers or any of such Collateralthem or is cared for, and provided further protected or insured or that such written request is received by Trustee the Liens granted to the Administrative Agent herein or in sufficient time to permit Trustee to take the requested action. In the absence of such written request, Trustee shall be deemed to have exercised reasonable care in the custody and preservation any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 13.2 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its possession if sole discretion, given Administrative Agent's own interest in the Collateral is accorded treatment substantially equal as one of Lenders or the Swingline Lender and that the Administrative Agent shall have no duty or liability whatsoever to that which Trustee accords its own propertyany of the Lenders.

Rights in Collateral. (a) Other Notwithstanding (i) anything to the contrary contained in the Senior Loan Documents or any other document, filing or agreement (other than this Agreement) related to the liens set forth on Schedule VIcreation, Grantor representsattachment, warrants perfection or existence of the Senior Lien or the Junior Lien; (ii) the time, place, order or method of attachment or perfection of the Senior Lien or the Junior Lien; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral or any failure of the Senior Agent to file or record any financing statement or any continuations thereof under the Uniform Commercial Code or other law of any applicable jurisdiction with respect to the Senior Lien or the Junior Lien and covenants that it has and (iv) the rules for determining priority under any law governing the relative priorities of secured creditors, the Senior Lien shall have at all times valid title to all Collateral, free priority over and clear of all liens, claims, charges be senior and encumbrances (except for Permitted Liens), and Grantor shall defend such title against the claims and demands of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing of proper financing statements in the jurisdictions and the taking of all other steps regarding perfection specified on Schedule VII attached hereto, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which are accorded priority. Grantor represents and warrants that superior to the best of Grantor’s knowledge, except as previously disclosed, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect thereto, except to the extent of allowances for uncollectible accounts reflected on the financial statements of Grantor in accordance with generally accepted accounting principles consistently appliedJunior Lien. (b) So long as this Agreement has not been terminated pursuant to Section 9 hereof, and regardless of whether or not the First Priority Obligations or the Second Priority Obligations have been accelerated or any bankruptcy proceeding or similar event or proceeding has been commenced by or against the Borrower: (i) Except for dispositions permitted by as otherwise provided in this subsection (b), neither the Indenture Junior Agents nor the Junior Lenders (individually or collectively) shall exercise any rights or remedies in respect of the ordinary course Collateral or the Junior Lien, whether under the Junior Loan Documents, applicable law or otherwise, including without limitation, any action to institute any judicial or nonjudicial or similar action or proceeding in respect of businessthe Junior Lien or to seek relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code, Grantor and neither the Junior Agents nor the Junior Lenders shall not sellhave any right whatsoever to direct the Senior Agent to exercise or seek to exercise or refrain from exercising any rights or remedies in respect of the Collateral. Upon the payment in full of the First Priority Obligations, transferthe Junior Agents and any of the Junior Lenders shall have the right to enforce the provisions of the Junior Security Documents and exercise remedies thereunder in accordance with the terms thereof; (ii) Except as otherwise provided in this subsection (b), assignsubject to the terms of the Senior Security Documents, convey the Senior Agent shall have the exclusive right to exercise rights and remedies in respect of the Collateral under the Senior Security Documents, applicable law or otherwise dispose ofand, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right with respect thereto, without, the prior written consent of Trustee. (c) Grantor assumes full responsibility for taking any in exercising such rights and all steps to preserve its rights remedies with respect to the Collateral, the Senior Agent and any of the Senior Lenders may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under applicable law (or refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of the Senior Agent or the Senior Lenders to sell or otherwise dispose of the Collateral, to incur expenses in connection with such exercise and enforcement, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; (iii) Neither of the Junior Agents nor any of the Junior Lenders shall (A) prior to the commencement of a case under the Bankruptcy Code, contest, protest, object to, interfere with, seek to enjoin or invoke or utilize any provision of any document, law or equitable principle, or otherwise take any other action whatsoever which might prevent, delay or impede, any exercise of rights or remedies by the Senior Agent or the Senior Lenders under any Senior Loan Document or applicable law in respect of the Collateral against or the Senior Lien, including without limitation, any action of foreclosure so long as the Senior Agent and the Senior Lenders are proceeding in a commercially reasonable manner and (B) contest the validity or enforceability of the First Priority Obligations or the validity, perfection, priority or enforceability of the Senior Lien (it being understood and agreed that the terms of this Agreement shall govern even if part or all prior parties. Trustee of the First Priority Obligations or the Senior Lien are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise); (iv) The Junior Agents and the Junior Lenders shall be deemed to have exercised reasonable care in the preservation and custody consented to any Asset Sale or other Disposition of any property, business or assets of the Borrower or any of its Subsidiaries, and the release of any or all of the Collateral from the Junior Lien in connection therewith, if the Required Senior Lenders shall have approved such Asset Sale or other Disposition in accordance with the terms of the Senior Credit Agreement, notwithstanding that the Net Cash Proceeds of any such Asset Sale or other Disposition may not be sufficient to pay in full the First Priority Obligations or any portion of the Collateral as may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor shall reasonably request in writingSecond Priority Obligations; provided that that, prior to any bankruptcy proceeding or similar event or proceeding having been commenced by or against the Borrower, the Junior Agents and the Junior Lenders shall not be deemed to have consented to any such requested action Asset Sale or Disposition if (after giving effect to the intended use of the Net Cash Proceeds of such Asset Sale or Disposition) the Borrower has been permitted to retain (and not apply to the permanent prepayment and/or reduction of the First Priority Obligations) an aggregate amount of the Net Cash Proceeds from any Asset Sales or Dispositions occurring after the Amendment No. 4 Effective Date in excess of $10,000,000; (v) Without limiting the foregoing, the Senior Agent and the Senior Lenders shall nothave the sole and exclusive right (without the consent of the Junior Agents or any Junior Lender and without any duty, obligation or liability arising from any such action) (A) in connection with the exercise of remedies pursuant to the Senior Loan Documents or applicable law, to consent to any proposed Asset Sale or other Disposition of any Collateral, whether at private sale or pursuant to foreclosure, bankruptcy or other judicial or nonjudicial proceedings, in the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in or the value of such Collaterala manner consistent with subsections (iii) and (iv) above, and provided further that (B) in connection with any Asset Sale or other Disposition, to release the Senior Lien on any Collateral in connection with any such written request is received by Trustee Asset Sale or other Disposition, whether at private sale or pursuant to foreclosure, bankruptcy or other judicial or nonjudicial proceedings in sufficient time to permit Trustee to take accordance with subsection (iv) above, and the requested action. In Junior Agents and the absence of such written request, Trustee Junior Lenders shall be deemed to have exercised reasonable care consented to such release, Asset Sale or other Disposition and any Junior Lien on the portion of any Collateral released, sold or disposed of shall be automatically extinguished and discharged upon any such release, Asset Sale or other Disposition; and (vi) Unless and until the First Priority Obligations have been paid in full, any money, property, securities (other than the issuance of the Junior Notes in respect of the Permitted Payments) or other direct or indirect distributions of any nature whatsoever received by the Senior Agent, any Senior Lender, either of the Junior Agents or any Junior Lender in respect of the First Priority Obligations or the Second Priority Obligations including, without limitation, from the sale, Disposition or other realization upon or other exercise of remedies in respect of all or any part of the Collateral, regardless of whether such money, property, securities or other distributions are received directly or indirectly during the pendency of or in connection with any bankruptcy, insolvency or other like proceeding or otherwise, shall be delivered to the Senior Agent in the custody form received, duly indorsed to such party, if required, and preservation applied by the Senior Agent as provided in the Senior Loan Documents. Until so delivered, such payment or distribution to the extent received by either of the Collateral Junior Agents or any Junior Lender shall be held in trust by such party as the property of the Senior Lenders, segregated from other funds and property held by either of the Junior Agents or such Junior Lender; provided that notwithstanding the limitations set forth in clauses (i) and (ii) above, the Junior Agents shall be entitled (A) to accelerate the Second Priority Obligations no earlier than the first to occur of (x) the acceleration of the First Priority Obligations, (y) at any time an event of default under the Junior Loan Documents has occurred and is continuing for more than 180 days, and (z) the date that is five (5) business days preceding the date on which a payment is due under the EVI Senior Subordinated Notes Documents or the Senior Subordinated Notes Documents so long as the Senior Agent has theretofore not delivered a notice to the applicable trustee effecting a blockage of payments to the trustee and/or holders of such notes in accordance with the applicable notes documents and the Junior Loan Documents; (B) to deliver a notice to the trustee for each of the EVI Senior Subordinated Notes and the Senior Subordinated Notes for the purpose of effecting a blockage of payments to the trustee and/or holders of such notes; and (C) to exercise the rights and remedies available to the Junior Agents or any of the Junior Lenders under the Junior Loan Documents after the 180th day following notice to the Senior Agent of the occurrence of an event of default in respect of the Second Priority Obligations and an intention to so exercise such rights and remedies so long as prior to the expiration of said 180 day period (aa) the subject event of default has not been cured or waived and (bb) the Senior Agent has not theretofore initiated the exercise of its possession rights and remedies provided under the Senior Loan Documents; provided, that if the Collateral is accorded treatment substantially equal Senior Agent exercises rights and remedies after either of the Junior Agents or any of the Junior Lenders have commenced the exercise of their rights and remedies in accordance with the foregoing, such Junior Agent and/or such Junior Lender shall, upon the direction of the Senior Agent, immediately cease any such exercise and shall take such steps as shall be reasonably requested by the Senior Agent to that which Trustee accords its own propertysubstitute the Senior Agent as a party to any pending action.

Rights in Collateral. (a) Other than So long as this Agreement has not been terminated pursuant to the liens set forth on Schedule VIprovisions hereof, Grantor representsand regardless of whether or not the Senior Obligations or the Junior Obligations have been accelerated or any Insolvency Proceeding has been commenced by or against the Borrower: (i) Except as otherwise provided in subsection (b), warrants until payment in full of the Senior Obligations and covenants that it the Senior Notes Trustee has provided prompt written notice thereof to the Junior Notes Trustee which the Senior Notes Trustee agrees to provide, the Junior Notes Trustee shall not exercise any rights or remedies in respect of the Collateral or the Junior Lien, whether under the Subordinated Documents, applicable law or otherwise, including without limitation, any action to institute any judicial or nonjudicial or similar action or proceeding in respect of the Junior Lien or to seek relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code, and the Junior Notes Trustee shall not have any right whatsoever to direct the Senior Notes Trustee to exercise or seek to exercise or refrain from exercising any rights or remedies in respect of the Collateral; (ii) Except as otherwise provided in subsection (b), subject to the terms of the Senior Documents and the Liquidity Facility Intercreditor Agreement, the Senior Notes Trustee shall have at all times valid title the exclusive right to all exercise rights and remedies in respect of the Collateral under the Senior Documents, applicable law or otherwise and, in exercising such rights and remedies with respect to the Collateral, the Senior Notes Trustee may enforce the provisions of the Senior Documents and exercise remedies thereunder and under applicable law (or refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as it may determine in the exercise of its discretion. Such exercise and enforcement shall include, without limitation, the rights of the Senior Notes Trustee to sell or otherwise dispose of the Collateral (such sale to be free and clear of the Junior Lien and the Junior Notes Trustee agrees to execute any and all liens, claims, charges and encumbrances (except for Permitted LiensLien releases requested by the Senior Notes Trustee in connection therewith), to incur reasonable expenses in connection with such exercise and Grantor enforcement, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; provided, that the proceeds of any such sale, disposition or other exercise of rights and remedies are applied to the reasonable expenses incurred in connection therewith and to the payment of the Senior Obligations until satisfied in full, with any excess being remitted to the Junior Notes Trustee to be applied by the Junior Notes Trustee in accordance with the Junior Notes Indenture and the documents related thereto; (iii) Notwithstanding anything to the contrary contained in the Subordinated Documents, prior to the date on which the Senior Obligations have been paid in full and the Senior Notes Trustee has provided prompt written notice thereof to the Junior Notes Trustee, which the Senior Notes Trustee agrees to provide, if an Event of Default has occurred and is continuing under the Senior Notes Indenture and if and to the extent that the Senior Notes Indenture shall defend have permitted or approved the sale, transfer, or other disposition of any Collateral, then the Junior Notes Trustee shall be bound by such title against permission or approval and shall execute any and all Lien releases requested by the claims Junior Notes Trustee in connection therewith; provided, that the Senior Notes Trustee references this Section 3(a)(iii) in connection with such request; and demands provided, further, that the proceeds of any such sale, transfer, or other disposition are applied to the reasonable expenses incurred in connection therewith and to the payment of the Senior Obligations until satisfied in full with any excess being remitted to the Junior Notes Trustee to be applied by the Junior Notes Trustee in accordance with the Junior Notes Indenture and the documents related therein. (iv) The Junior Notes Trustee, as Junior Notes Trustee and on behalf of the Junior Noteholders in its capacity as such, shall not (A) contest, protest, object to or seek to enjoin any exercise of rights or remedies by the Senior Notes Trustee or Senior Noteholders under any Senior Document or applicable law in respect of the Collateral or the Senior Lien, including without limitation, any action of foreclosure, or (B) contest the validity or enforceability of the Senior Obligations or the validity, perfection, priority or enforceability of the Senior Lien (it being understood and agreed that the terms of this Agreement shall govern even if part or all of the Senior Obligations or the Senior Lien are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise); and (v) Except to the extent the Junior Notes Trustee or the Junior Noteholders are permitted under the terms of this Agreement to receive payments from the Borrower, unless and until the Senior Obligations have been paid in full and the Senior Notes Trustee has provided prompt written notice thereof to the Junior Notes Trustee, which the Senior Notes Trustee agrees to provide, any money, property, securities, or other direct or indirect distributions of any nature whatsoever received by the Junior Notes Trustee or the Junior Noteholders in respect of the Junior Obligations resulting from the sale, disposition, or other realization upon or other exercise of remedies in respect of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing or any part of proper financing statements in the jurisdictions and the taking of all other steps regarding perfection specified on Schedule VII attached hereto, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which regardless of whether such money, property, securities, or other distributions are accorded priority. Grantor represents and warrants that received directly or indirectly during the pendency of or in connection with any bankruptcy, insolvency or other like proceeding or otherwise, shall be delivered to the best of Grantor’s knowledgeSenior Notes Trustee in the form received, except duly indorsed to such party, if required, and applied by the Senior Notes Trustee as previously disclosedprovided in the Senior Documents. Until so delivered, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect thereto, except such payment or distribution to the extent received by the Junior Notes Trustee or the Junior Noteholders shall be held in trust by such party as the property of allowances the Senior Notes Trustee, for uncollectible accounts reflected on the financial statements benefit of Grantor in accordance with generally accepted accounting principles consistently appliedthe Senior Noteholders, segregated from other funds and property held by the Junior Notes Trustee. (b) Except for dispositions permitted by the Indenture or The limitations set forth in the ordinary course of business, Grantor shall not sell, transfer, assign, convey or otherwise dispose of, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right with respect thereto, withoutclauses (a)(i) and (a) (ii) above notwithstanding, the prior Junior Notes Trustee and the Junior Noteholders shall in all events be entitled (A) to exercise the rights and remedies available to the Junior Notes Trustee and the Junior Noteholders under the Junior Documents except during any Standstill Period and (B) to accelerate the Junior Obligations. The Senior Notes Trustee shall provide prompt written consent notice to the Junior Notes Trustee of Trusteethe acceleration of the Senior Obligations. (c) Grantor assumes full responsibility for taking any and all steps to preserve its rights with respect to the The Collateral against all prior parties. Trustee shall be deemed to include casualty insurance proceeds and, therefore, the priorities set forth herein shall govern the ultimate disposition of casualty insurance proceeds related to some or all of the Collateral. Subject to the terms of the Liquidity Facility Intercreditor Agreement, the Senior Notes Trustee shall have exercised reasonable care the sole and exclusive right, as against the Junior Notes Trustee, to adjust settlement of insurance claims in the preservation and custody event of any covered loss, theft, or destruction of the Collateral. Subject to the terms of the Liquidity Facility Intercreditor Agreement, if such proceeds are applied to the Senior Obligations, any proceeds remaining after payment of the Senior Obligations and all reasonable expenses of collection, including reasonable costs, fees, and expenses, shall be remitted promptly to the Junior Notes Trustee for application pursuant to the Subordinated Documents. (d) The Junior Notes Trustee, as Junior Notes Trustee and on behalf of the Junior Noteholders in its capacity as such, hereby waives any right to require the Senior Notes Trustee to marshal any security or collateral or otherwise to compel the Senior Notes Trustee to seek recourse against or satisfaction of the indebtedness owing to Senior Noteholders from one source before seeking recourse or satisfaction from another source. To the extent that it is entitled to receive and apply the same pursuant to the provisions of this Agreement, the Senior Notes Trustee shall be authorized to apply any and all payments, collections, and proceeds of Collateral received by it to such portion of the Collateral Senior Obligations as the Senior Notes Trustee lawfully may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor shall reasonably request in writing; provided that such requested action shall not, in elect consistent with the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in or the value of such Collateral, and provided further that such written request is received by Trustee in sufficient time to permit Trustee to take the requested action. In the absence of such written request, Trustee shall be deemed to have exercised reasonable care in the custody and preservation provisions of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Trustee accords its own propertySenior Documents.

Rights in Collateral. (a) Other than So long as this Agreement has not been terminated pursuant to the liens set forth on Schedule VIprovisions hereof, Grantor representsand regardless of whether or not the First Priority Obligations or the Second Priority Obligations have been accelerated or any Insolvency Proceeding has been commenced by or against the Borrower: (i) Except as otherwise provided in subsection (b), warrants until payment in full of the First Priority Obligations and covenants that it the Collateral Agent has provided prompt written notice thereof to the Trustees (which the Collateral Agent agrees to provide), no Trustee shall exercise any rights or remedies in respect of the Collateral or the Junior Liens, whether under the Subordinated Documents, applicable law or otherwise, including without limitation, any action to institute any judicial or nonjudicial or similar action or proceeding in respect of the Junior Liens or to seek relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code, and no Trustee shall have at all times valid title any right whatsoever to all direct the Collateral Agent to exercise or seek to exercise or refrain from exercising any rights or remedies in respect of the Collateral; (ii) Except as otherwise provided in subsection (b), subject to the terms of the Senior Loan Documents, the Collateral Agent shall have the exclusive right to exercise rights and remedies in respect of the Collateral under the Senior Loan Documents, applicable law or otherwise and, in exercising such rights and remedies with respect to the Collateral, the Collateral Agent may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under applicable law (or refrain from enforcing any such rights and exercising any such remedies), all in such order and in such manner as it may determine in the exercise of its discretion. Such exercise and enforcement shall include, without limitation, the rights of the Collateral Agent to sell or otherwise dispose of the Collateral (such sale to be free and clear of the Junior Liens and the Trustees agree to execute any and all liens, claims, charges and encumbrances (except for Permitted LiensLien releases requested by Collateral Agent in connection therewith), to incur reasonable expenses in connection with such exercise and Grantor enforcement, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction; provided that the proceeds of any such sale, disposition, or other exercise of rights and remedies are applied to the reasonable expenses incurred in connection therewith and to the payment of the First Priority Obligations until satisfied in full with any excess being remitted to the First Trustee to be applied in accordance with the Junior Intercreditor Agreement, the First Indenture and the documents related thereto and, at such time as the First Indenture Subordinated Obligations shall defend have been paid in full, remitted to the Second Trustee to be applied in accordance with the Second Indenture and the documents related thereto; (iii) Notwithstanding anything to the contrary contained in the Subordinated Documents, prior to the date on which the First Priority Obligations have been paid in full and the Collateral Agent has provided prompt written notice thereof to the Trustees (which the Collateral Agent agrees to provide), if an Event of Default has occurred and is continuing under the Senior Loan Agreement and if and to the extent that the Collateral Agent shall have permitted or approved the sale, transfer, or other disposition of any Collateral, then the Trustees shall be bound by such title against permission or approval and shall execute any and all Lien releases requested by the claims Collateral Agent in connection therewith; provided that the Collateral Agent references this Section 3(a)(iii) in connection with such request; and demands provided further that the proceeds of any such sale, transfer, or other disposition are applied to the reasonable expenses incurred in connection therewith and to the payment of the First Priority Obligations until satisfied in full with any excess being remitted to the First Trustee to be applied in accordance with the Junior Intercreditor Agreement, the First Indenture and the documents related thereto and, at such time as the First Indenture Subordinated Obligations shall have been paid in full, remitted to the Second Trustee to be applied in accordance with the Second Indenture and the documents related thereto. (iv) The Trustees shall not (A) seek to enjoin any exercise of rights or remedies by the Collateral Agent or Senior Lenders under any Senior Loan Document or applicable law in respect of the Collateral or the Senior Lien, including without limitation, any action of foreclosure, or (B) contest the validity or enforceability of the First Priority Obligations or the validity, perfection, priority or enforceability of the Senior Lien (it being understood and agreed that the terms of this Agreement shall govern even if part or all of the First Priority Obligations or the Senior Lien are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise); and (v) Except to the extent the Subordinated Holders are permitted under the terms of this Agreement to receive payments from the Borrower, unless and until the First Priority Obligations have been paid in full and the Collateral Agent has provided prompt written notice thereof to the Trustees (which the Collateral Agent agrees to provide), any money, property, securities, or other direct or indirect distributions of any nature whatsoever received by any Trustee or any Subordinated Holder in respect of the Second Priority Obligations resulting from the sale, disposition, or other realization upon or other exercise of remedies in respect of all other Persons. Other than for the Stock Rights, vehicles and bank accounts, Grantor represents and warrants that this Agreement creates a valid security interest in the Collateral which, upon filing or any part of proper financing statements in the jurisdictions and the taking of all other steps regarding perfection specified on Schedule VII attached hereto, shall constitute a valid perfected lien on and security interest in the Collateral, subject only to Permitted Liens which regardless of whether such money, property, securities, or other distributions are accorded priority. Grantor represents and warrants that received directly or indirectly during the pendency of or in connection with any bankruptcy, insolvency or other like proceeding or otherwise, shall be delivered to the best of Grantor’s knowledgeCollateral Agent in the form received, except duly indorsed to such party, if required, and applied by the Collateral Agent as previously disclosedprovided in the Senior Loan Documents. Until so delivered, all Receivables are valid, binding and enforceable in accordance with their respective terms and that no party to any Receivable is in default with respect thereto, except such payment or distribution to the extent received by any Trustee or any Subordinated Holder shall be held in trust by such party as the property of allowances the Collateral Agent, for uncollectible accounts reflected on the financial statements benefit of Grantor in accordance with generally accepted accounting principles consistently appliedthe Senior Lenders, segregated from other funds and property held by the Trustees. (b) Except for dispositions permitted by The limitations set forth in clauses (a)(i) and (a) (ii) above notwithstanding, the First Trustee and the Holders shall be entitled (A) to exercise the rights and remedies available to the First Trustee and the Holders under the First Indenture Subordinated Documents except during any Standstill Period and after the expiration of any Standstill Period if the Collateral Agent or Senior Lenders have theretofore commenced and diligently and in the ordinary course of business, Grantor shall not sell, transfer, assign, convey good faith are continuing to pursue judicial or otherwise dispose of, or extend, amend, terminate or otherwise modify any term or provision of, any Collateral, any interest therein or any Proceeds thereof, nor waive or release any right non-judicial remedies with respect theretoto all or substantially all of the Collateral securing the First Priority Obligations, without, and (B) to accelerate the prior written consent of TrusteeFirst Indenture Subordinated Obligations. (c) Grantor assumes full responsibility for taking The limitations set forth in clauses (a)(i) and (a) (ii) above notwithstanding, the Second Trustee and the Junior Note Holders shall be entitled (A) subject to the terms and conditions of the Junior Intercreditor Agreement, to exercise the rights and remedies available to the Second Trustee and the Junior Note Holders under the Second Indenture Subordinated Documents except during any Standstill Period and after the expiration of any Standstill Period if the Collateral Agent or Senior Lenders have theretofore commenced and diligently and in good faith are continuing to pursue judicial or non-judicial remedies with respect to all or substantially all of the Collateral securing the First Priority Obligations, and (B) to accelerate the Second Indenture Subordinated Obligations. (d) The Trustees hereby waive any right to require Collateral Agent to marshal any security or collateral or otherwise to compel Collateral Agent to seek recourse against or satisfaction of the indebtedness owing to Senior Lenders from one source before seeking recourse or satisfaction from another source. To the extent that it is entitled to receive and apply the same pursuant to the provisions of this Agreement, the Collateral Agent shall be authorized to apply any and all steps payments, collections, and proceeds of Collateral received by it to preserve its rights with respect to such portion of the First Priority Obligations as the Collateral against all prior parties. Trustee Agent lawfully may elect consistent with the provisions of the Senior Loan Documents. (e) The Collateral shall be deemed to include casualty insurance proceeds and, therefore, the priorities set forth herein shall govern the ultimate disposition of casualty insurance proceeds related to some or all of the Collateral. The Collateral Agent shall have exercised reasonable care the sole and exclusive right, as against any Trustee, to adjust settlement of insurance claims in the preservation and custody event of any covered loss, theft, or destruction of the portion Collateral. All proceeds of such insurance shall inure to the benefit of the Collateral as may be in Trustee’s possession if Trustee takes such action as is required by applicable law and as Grantor shall reasonably request in writing; provided that such requested action shall not, in the judgment of Trustee, impair Trustee’s prior security interest in such Collateral or its rights in or the value of such CollateralAgent, and provided further that the Trustees shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds to Collateral Agent. If such written request is received by Trustee in sufficient time proceeds are applied to permit the First Priority Obligations, any proceeds remaining after payment of the First Priority Obligations and all reasonable expenses of collection, including costs, fees, and expenses, shall be remitted promptly to the First Trustee to take be applied in accordance with the requested action. In Junior Intercreditor Agreement, the absence of First Indenture and the documents related thereto and, at such time as the First Indenture Subordinated Obligations shall have been paid in full, remitted to the Second Trustee to be applied in accordance with the Second Indenture and the documents related thereto. (f) The Collateral Agent shall provide prompt written request, Trustee shall be deemed notice to have exercised reasonable care in the custody and preservation Trustees of the Collateral in its possession if acceleration of the Collateral is accorded treatment substantially equal to that which Trustee accords its own propertyFirst Priority Obligations.