Common use of Disposition of the Collateral Clause in Contracts

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trustee, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, in such manner, at such time or times and upon such terms and conditions and at such prices as it may consider commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee or after any overhaul or repair which the Collateral Trustee shall determine to be commercially reasonable in its sole discretion. To the extent permitted by applicable law, the Collateral Trustee or the Trustee may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment.

Disposition of the Collateral. If an Event Any Collateral repossessed by the Agent under or pursuant to subsection (a) above and any other Collateral (and the proceeds of Default all such Collateral) whether or not so repossessed by the Agent, shall occur be applied against the Obligations first, to the costs and expenses incurred by the Agent in connection with any such disposition, second, ratably, to the accrued and unpaid interest thereon, until paid in full, third, ratably, to the unpaid principal balance thereof, until paid in full, and finally, to the Borrower, or as a court of competent jurisdiction may otherwise direct. All Collateral may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sellassigned, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of in any manner permitted under the Collateral (or contract to do any of the foregoing) Uniform Commercial Code, under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit riskreasonable. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 20 days' written notice to the Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 20 days after the giving of such notice, to the right of the Borrower or any nominee of the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 20 days' written notice to the Borrower specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication of notice of such auction not less than 20 days prior thereto in two newspapers in general circulation in the City of New York, as the Agent may determine. To the extent permitted by applicable any such requirement of law, the Collateral Trustee or the Trustee Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without Section, but with accountability to a Grantor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial paymentBorrower.

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trusteecontinuing, the Collateral Trustee Administrative Agent may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, for the Collateral Trustee Administrative Agent at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee Administrative Agent or elsewhere and in general, general in such manner, at such time or times and upon such terms and conditions and at such prices price as it may consider commercially reasonable in its sole discretionreasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent may in its sole discretion restrict prospective bidders as to their number, nature of their business and investment intention. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so so, or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Administrative Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable in its sole discretionreasonable. To the extent permitted by applicable law, the Collateral Trustee or the Trustee Administrative Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a any Grantor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment.

Disposition of the Collateral. If (i) Any Collateral repossessed by the Agent, on behalf of itself and the Secured Creditors, under or pursuant to Section 8(a) hereof and any ------------ other Collateral whether or not so repossessed by the Agent, on behalf of itself and the Secured Creditors, upon the occurrence and continuance of an Event of Default shall occur and may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at for such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption reasonable. Upon the occurrence and during the continuance of any credit riskEvent of Default, the Agent, on behalf of itself and the Secured Creditors, shall have the power to foreclose an Assignor's right of redemption in the Collateral by sale, lease or other disposition of the Collateral in accordance with the Uniform Commercial Code as enacted in each state where the Collateral is located. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Trustee Agent, on behalf of itself and the Secured Creditors, or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable and the Agent shall be entitled to reimbursement for the payment of any costs or expenses of such overhaul or repair. Any such disposition which shall be a private sale or other private proceeding permitted by the requirements of applicable law shall be made after 10 days' prior written notice to an Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale permitted by such requirements of applicable law shall be made after written notice to an Assignor specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction. To the extent permitted by applicable any such requirement of law, the Collateral Trustee Agent, on behalf of itself and the Secured Creditors, or the Trustee any Secured Creditor may itself bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 8(b) ----------- without accountability to a Grantor (except to the extent of surplus money received) as provided belowan Assignor. In the payment of the purchase price of the Collateral, Collateral the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations held by such purchaser and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Agent, on behalf of itself and the Secured Creditors, shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to an Assignor as hereinabove specified, the Agent need give an Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (ii) No notification need be given to an Assignor if it has signed, after a Default or an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in the Secured Debt Agreements, the Agent, on behalf of itself and the Secured Creditors, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the state in which the Collateral is located.

Disposition of the Collateral. If (i) Any Collateral repossessed by the Agent, on behalf of itself and the other Guaranteed Creditors, under or pursuant to Section 8(a), and any other Collateral whether or not so repossessed by the Agent, on behalf of itself and the other Guaranteed Creditors, upon the occurrence and during the continuance of an Event of Default shall occur and may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at for such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption reasonable. Upon the occurrence and during the continuance of any credit riskEvent of Default, the Agent, on behalf of itself and the other Guaranteed Creditors, shall have the power to foreclose a Debtor’s right of redemption in the applicable Collateral by sale, lease or other disposition of such Collateral in accordance with the Uniform Commercial Code as enacted in each state where such Collateral is located. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in which the same such Collateral existed when taken by the Collateral Trustee Agent, on behalf of itself and the other Guaranteed Creditors, or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable and the Agent shall be entitled to reimbursement for the payment of any costs or expenses of such overhaul or repair. Any such disposition made by a private sale or other private proceeding permitted by the requirements of applicable law shall be made after written notice to the applicable Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition made by a public sale permitted by such requirements of applicable law shall be made after written notice to the applicable Debtor specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction. To the extent permitted by applicable any such requirement of law, the Collateral Trustee Agent, on behalf of itself and the other Guaranteed Creditors, or the Trustee any other Guaranteed Creditor may itself bid for and become the purchaser of the Collateral Collateral, or any item thereof, offered for sale in accordance with this Section 9.6 8(b) without accountability to a Grantor (except to the extent of surplus money received) as provided belowsuch Debtor. In the payment of the purchase price of the Collateral, Collateral the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations held by such purchaser and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Agent, on behalf of itself and the other Guaranteed Creditors, shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the applicable Debtor as specified above, the Agent need give such Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (ii) No notification need be given to a Debtor (x) if such Debtor has signed, after an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition, or (y) with respect to Collateral that is (A) perishable or threatens to decline speedily in value or (B) is of a type customarily sold on a recognized market (including Investment Property). Each Debtor hereby agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Computer Hardware and Software or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Debtor further agrees and acknowledges that (1) a disposition made in the usual manner on any recognized market, at the price current in any recognized market at the time of disposition or in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition shall, in each case, be deemed commercially reasonable, and (2) to the extent notice of a proposed disposition of Collateral is required to be given, notification sent after an Event of Default and at least ten days before such proposed disposition provides notice within a reasonable time before disposition.

Disposition of the Collateral. If Upon the occurrence and continuance of an Event of Default shall occur and be continuing and upon direction from the TrusteeDefault, the Collateral Trustee Agent, may at any time or from time to time sell, assignassign and deliver, lease, license (on an exclusive or non-exclusive basis) give an option or grant options to purchase purchase, all or otherwise dispose any part of the Collateral (Collateral, or contract any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to do any sell or of the foregoing) under one time or more contracts or as an entirety and without the necessity of gathering at the place of sale the property or adjournment thereof or to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting redeem or otherwise involved in such sale or any office (all of the Collateral Trustee or elsewhere and in general, in such manner, at such time or times and upon such terms and conditions and at such prices as it may consider commercially reasonable in its sole discretionwhich are hereby waived by each Pledgor), for cash or cash, on credit or for other property, for immediate or future delivery without any assumption of any credit risk. Any , and for such price or prices and on such terms as the Collateral Agent in its absolute discretion may determine, provided that at least 10 days’ notice of the time and place of any such sale shall be given to the relevant Pledgor; each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, all rights, if any, of marshaling the Collateral and any other security for the Secured Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may be sold, leased, assigned or options or contracts entered to do so or otherwise disposed of, at any time in the condition in which the same existed when taken by the Collateral Trustee future have under rule of law or after statute now existing or hereafter enacted; at any overhaul or repair which the Collateral Trustee shall determine to be commercially reasonable in its sole discretion. To the extent permitted such sale, unless prohibited by applicable law, the Collateral Trustee Agent on behalf of all Secured Creditors (or the Trustee certain of them) may bid for and become purchase (by bidding in Secured Obligations or otherwise) all or any part of the purchaser Collateral so sold free from any such right or equity of redemption; and neither the Collateral Agent nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any item thereof, offered for sale delay in accordance so doing nor shall it be under any obligation to take any action whatsoever with this Section 9.6 without accountability to a Grantor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial paymentregard thereto.

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trustee, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, in such manner, at such time or times and upon such terms and conditions and at such prices as it may consider commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable in its sole discretionreasonable. To the extent permitted by applicable law, the Collateral Trustee or the Trustee may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment.

Disposition of the Collateral. If an Event (a) Any Collateral repossessed by AES Red Oak pursuant to and in accordance with Section 6.1 of Default shall occur and be continuing and upon direction from the Trusteethis Agreement, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public assigned, leased or private sale or sales, conducted by any officer, nominee or agent otherwise disposed of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, in such manner, at such time or times time, at such place and upon on such terms and conditions and at such prices as it AES Red Oak may consider commercially reasonable fix in its sole discretion, for cash or on credit or for future delivery without assumption the notice of any credit risksale described below. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed ofof in any commercially reasonable manner. Any such disposition shall be by public or private sale upon not less than 10 days' written notice (which AES URC agrees is reasonable notification) to AES URC specifying the time at which such disposition is to be made and the intended sale or offering price or other consideration therefor, in and shall be subject, for the condition in which 10 days after the same existed when taken by giving of such notice, to the right of AES URC to acquire the Collateral Trustee at a price or after any overhaul for such other consideration at least equal to the intended sale or repair which the Collateral Trustee shall determine to be commercially reasonable in its sole discretionoffering price or other consideration so specified. To the extent permitted by applicable lawApplicable Law, the Collateral Trustee or the Trustee AES Red Oak may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability 6.2. If, under mandatory requirements of Applicable Law, AES Red Oak shall be required to make disposition of the Collateral within a Grantor (except period of time which does not permit the giving of notice to the extent AES URC as specified, then AES Red Oak shall only be required to give AES URC such notice of surplus money received) disposition as provided belowshall be reasonably practicable in view of such mandatory requirements of Applicable Law. In lieu of exercising the payment power of sale hereunder, AES Red Oak may proceed by a suit at law or in equity to foreclose the purchase price pledge and security interest under this Agreement and sell the Collateral or any portion thereof under a judgment or decree of a court or courts of competent jurisdiction. (b) As used herein, the term "proceeds" includes all cash, securities and other property received in respect of the Collateral, the purchaser shall be entitled to have credit on account including any cash, securities or other property received under any reorganization, liquidation or adjustment of debt of AES URC, and any portion of the purchase price Collateral or the products, profits or proceeds thereof of amounts owing to such purchaser on account of any which are distributed in kind. (c) AES Red Oak shall incur no liability as a result of the Secured Obligations manner of sale of the Collateral or any part thereof, at any private sale conducted in a commercially reasonable manner and any such purchaser may deliver securitiesin good faith. AES URC hereby waives, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which wouldfull extent permitted by Applicable Law, upon distribution any claims against AES Red Oak arising by reason of the net proceeds of such sale, be payable thereon. Such securities fact that the price at which the Collateral or notes, if the amount payable hereunder shall be any part thereof may have been sold at a private sale was less than the price which might have been obtained at a public sale, or was less than the aggregate amount due thereonof the Obligations, shall even if AES Red Oak accepts the first offer received which AES Red Oak in good xxxxx xxxxx to be returned commercially reasonable under the circumstances and does not offer the Collateral to the holder thereof after being appropriately stamped to show partial paymentmore than one offeree.

Disposition of the Collateral. If Any Collateral of which Collateral Agent has taken possession under or pursuant to Section 6.1 of this Security Agreement and any other Collateral, whether or not so possessed by Collateral Agent, may, upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and upon direction from Default, to the Trusteeextent permitted by Applicable Law (including, without limitation, the Collateral Trustee may sellrules and regulations of the FERC), assignbe sold, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms as Collateral Agent may, in compliance with any requirements of Applicable Law, determine to be commercially reasonable. Any such disposition shall be made upon not less than ten (10) days' written notice to the applicable Grantor specifying the time such disposition is to be made and, if such disposition shall be a public sale, specifying the place of such sale. Any such sale may be adjourned by announcement at the time and conditions place fixed therefor, and such sale may, without further notice, be made at such prices as the time and place to which it may consider commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit riskwas so adjourned. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable in its sole discretionreasonable. To the extent permitted by applicable lawApplicable Law, the Collateral Trustee Agent or the Trustee any Financial Institution may itself bid for and become the purchaser of the Collateral or any item thereof, thereof offered for sale in accordance with this Section 9.6 at a public auction without accountability to a Grantor any of the Grantors (except to the extent of any surplus money received) received as provided below. In in the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial paymentCredit Documents).

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trusteecontinuing, the Collateral Trustee Agent may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, for the Collateral Trustee Agent at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee Agent or any other Secured Party or elsewhere and in general, general in such manner, at such time or times and upon such terms and conditions and at such prices price as it may consider commercially reasonable in its sole discretionreasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent may in its discretion restrict prospective bidders as to their number, nature of their business and investment intention. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so so, or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than 10 days' written notice to the affected Company (which such Company agrees to be commercially reasonable) specifying the time after which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale shall be made upon not less than 10 days' written notice to the affected Company (which such Company agrees to be commercially reasonable) specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction for not less than ten days prior thereto in two newspapers in general circulation in New York City. To the extent permitted by applicable law, the Collateral Trustee or the Trustee Agent and/or any other Secured Party may bid for and become the purchaser purchasers of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor the affected Company (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any obligations of the Secured Obligations affected Company to it and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market, no notice of disposition shall be required.

Disposition of the Collateral. If an Event of Default shall occur Any collateral repossessed by the Agent under or pursuant to Section 5(a) and any other Collateral whether or not so repossessed by the Agent, may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sellassigned, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit riskreasonable. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' written notice to the Obligors specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the Obligors or any nominee of the Obligors to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' written notice to the Obligors specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication of notice of such auction not less than 10 days prior thereto in two newspapers in general circulation in the jurisdiction in which such auction is to be held. To the extent permitted by applicable any such requirement of law, the Collateral Trustee or the Trustee Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor the Obligors (except to the extent of surplus money received) as provided below). In If, under mandatory requirements of applicable law, the payment Agent shall be required to make disposition of the purchase price Collateral within a period of time which does not permit the giving of notice to the Obligors as hereinabove specified, the Agent need give the Obligors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. The Obligors acknowledge that any disposition of the Collateral, the purchaser Collateral which takes place substantially in accordance with this Section 5 shall be entitled deemed to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial paymentcommercially reasonable.

Disposition of the Collateral. If an Event (i) Any Collateral repossessed by the Agent, on behalf of the Lenders, under or pursuant to Section 5.3 hereof and any other Collateral whether or not so repossessed by the Agent, on behalf of the Lenders, upon the occurrence of a Default shall occur and may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at for such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption reasonable. Upon the occurrence and during the continuance of any credit riskDefault, the Agent, on behalf of the Lenders, shall have the power to foreclose the Borrower's right of redemption in the Collateral by sale, lease or other disposition of the Collateral in accordance with the Uniform Commercial Code as enacted in each state where the Collateral is located. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Trustee Agent, on behalf of the Lenders, or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable and the Agent shall be entitled to reimbursement for the payment of any costs or expenses of such overhaul or repair. Any such disposition which shall be a private sale or other private proceeding permitted by the requirements of applicable law shall be made after written notice to the Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale permitted by such requirements of applicable law shall be made after written notice to the Borrower specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction. To the extent permitted by applicable any such requirement of law, the Collateral Trustee or Agent, on behalf of the Trustee Lenders, may itself bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 5.4 without accountability to a Grantor (except to the extent of surplus money received) as provided belowBorrower. In the payment of the purchase price of the Collateral, Collateral the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations held by such purchaser and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Agent, on behalf of the Lenders, shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Borrower as hereinabove specified, the Agent need give the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (ii) No notification need be given to the Borrower if it has signed, after an Unmatured Default or Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Security Agreement and in the Credit Agreement, the Agent, on behalf of the Lenders, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the state in which the Collateral is located.

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trusteecontinuing, the Collateral Trustee Agent may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, for the Collateral Trustee Agent at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee Agent or any other Secured Party or elsewhere and in general, general in such manner, at such time or times and upon such terms and conditions and at such prices price as it may consider be commercially reasonable in its sole discretionreasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent may in its discretion restrict prospective bidders as to their number, nature of their business and investment intention. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so so, or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than 10 days' written notice to the applicable Grantor (which such Grantor agrees to be commercially reasonable) specifying the time after which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale shall be made upon not less than 10 days' written notice to the Grantor (which such Grantor agrees to be commercially reasonable) specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction for not less than ten days prior thereto in two newspapers in general circulation in New York City. To the extent permitted by applicable law, the Collateral Trustee or the Trustee Agent and/or any other Secured Party may bid for and become the purchaser purchasers of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a the applicable Grantor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any obligations of the Secured Obligations applicable Grantor to it and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market, no notice of disposition shall be required.

Disposition of the Collateral. If an Event of Default shall occur Any collateral repossessed by the Agent under or pursuant to Section VA and any other Collateral whether or not so repossessed by the Agent, may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sellassigned, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit riskreasonable. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days' written notice to such Guarantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the ten (10) days after the giving of such notice, to the right of such Guarantor or any nominee of such Guarantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days' written notice to such Guarantor specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication of notice of such auction not less than ten (10) days prior thereto in two (2) newspapers in general circulation in the City of New York, as the Agent may determine. To the extent permitted by applicable any such requirement of law, the Collateral Trustee or the Trustee Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor such Guarantor (except to the extent of surplus money received) as provided below). In If, under mandatory requirements of applicable law, the payment Agent shall be required to make disposition of the purchase price Collateral within a period of time which does not permit the Collateralgiving of notice to such Guarantor as hereinabove specified, the purchaser Agent need give such Guarantor only such notice of disposition as shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations reasonably practicable in lieu of cash up to the amount which would, upon distribution of the net proceeds view of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial paymentmandatory requirements of applicable law.

Disposition of the Collateral. If (1) Any Collateral repossessed by the Agent, on behalf of itself and the other Guaranteed Creditors, under or pursuant to Section 8(a), and any other Collateral whether or not so repossessed by the Agent, on behalf of itself and the other Guaranteed Creditors, upon the occurrence and during the continuance of an Event of Default shall occur and may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at for such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption reasonable. Upon the occurrence and during the continuance of any credit riskEvent of Default, the Agent, on behalf of itself and the other Guaranteed Creditors, shall have the power to foreclose a Debtor’s right of redemption in the applicable Collateral by sale, lease or other disposition of such Collateral in accordance with the Uniform Commercial Code as enacted in each state where such Collateral is located. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in which the same such Collateral existed when taken by the Collateral Trustee Agent, on behalf of itself and the other Guaranteed Creditors, or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable and the Agent shall be entitled to reimbursement for the payment of any costs or expenses of such overhaul or repair. Any such disposition made by a private sale or other private proceeding permitted by the requirements of applicable law shall be made after written notice to the applicable Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition made by a public sale permitted by such requirements of applicable law shall be made after written notice to the applicable Debtor specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction. To the extent permitted by applicable any such requirement of law, the Collateral Trustee Agent, on behalf of itself and the other Guaranteed Creditors, or the Trustee any other Guaranteed Creditor may itself bid for and become the purchaser of the Collateral Collateral, or any item thereof, offered for sale in accordance with this Section 9.6 8(b) without accountability to a Grantor (except to the extent of surplus money received) as provided belowsuch Debtor. In the payment of the purchase price of the Collateral, Collateral the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations held by such purchaser and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Agent, on behalf of itself and the other Guaranteed Creditors, shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the applicable Debtor as specified above, the Agent need give such Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (2) No notification need be given to a Debtor (x) if such Debtor has signed, after an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition, or (y) with respect to Collateral that is (A) perishable or threatens to decline speedily in value or (B) is of a type customarily sold on a recognized market (including Investment Property). Each Debtor hereby agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Computer Hardware and Software or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Debtor further agrees and acknowledges that (1) a disposition made in the usual manner on any recognized market, at the price current in any recognized market at the time of disposition or in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition shall, in each case, be deemed commercially reasonable, and (2) to the extent notice of a proposed disposition of Collateral is required to be given, notification sent after an Event of Default and at least ten days before such proposed disposition provides notice within a reasonable time before disposition.

Disposition of the Collateral. If (i) Any Collateral repossessed by the Agent, on behalf of itself and the Secured Creditors, under or pursuant to Section 8(a) hereof and any ------------ other Collateral whether or not so repossessed by the Agent, on behalf of itself and the Secured Creditors, upon the occurrence and continuance of an Event of Default shall occur and may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at for such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption reasonable. Upon the occurrence and during the continuance of any credit riskEvent of Default, the Agent, on behalf of itself and the Secured Creditors, shall have the power to foreclose the Company's right of redemption in the Collateral by sale, lease or other disposition of the Collateral in accordance with the Uniform Commercial Code as enacted in each state where the Collateral is located. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Trustee Agent, on behalf of itself and the Secured Creditors, or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable and the Agent shall be entitled to reimbursement for the payment of any costs or expenses of such overhaul or repair. Any such disposition which shall be a private sale or other private proceeding permitted by the requirements of applicable law shall be made after 10 days' prior written notice to the Company specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale permitted by such requirements of applicable law shall be made after written notice to the Company specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction. To the extent permitted by applicable any such requirement of law, the Collateral Trustee Agent, on behalf of itself and the Secured Creditors, or the Trustee any Secured Creditor may itself bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 8(b) ------------ without accountability to a Grantor (except to the extent of surplus money received) as provided belowCompany. In the payment of the purchase price of the Collateral, Collateral the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations held by such purchaser and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Agent, on behalf of itself and the Secured Creditors, shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Company as hereinabove specified, the Agent need give the Company only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (ii) No notification need be given to the Company if it has signed, after a Default or an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in the Secured Debt Agreements, the Agent, on behalf of itself and the Secured Creditors, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the state in which the Collateral is located.

Disposition of the Collateral. If (i) Any Collateral repossessed by the Agent, on behalf of itself and the Secured Creditors, under or pursuant to Section 8(a) hereof and any ------------ other Collateral whether or not so repossessed by the Agent, on behalf of itself and the Secured Creditors, upon the occurrence and continuance of an Event of Default shall occur and may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at for such prices as it may consider the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption reasonable. Upon the occurrence and during the continuance of any credit riskEvent of Default, the Agent, on behalf of itself and the Secured Creditors, shall have the power to foreclose an Assignor's right of redemption in the Collateral by sale, lease or other disposition of the Collateral in accordance with the Uniform Commercial Code as enacted in each state where the Collateral is located. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Trustee Agent, on behalf of itself and the Secured Creditors, or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable and the Agent shall be entitled to reimbursement for the payment of any costs or expenses of such overhaul or repair. Any such disposition which shall be a private sale or other private proceeding permitted by the requirements of applicable law shall be made after written notice to an Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale permitted by such requirements of applicable law shall be made after 10 days' prior written notice to an Assignor specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction. To the extent permitted by applicable any such requirement of law, the Collateral Trustee Agent, on behalf of itself and the Secured Creditors, or the Trustee any Secured Creditor may itself bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 8(b) without accountability to a Grantor (except to the extent of surplus money received) as provided belowan Assignor. In the payment of the purchase price of the Collateral, Collateral the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations held by such purchaser and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. If, under mandatory requirements of applicable law, the Agent, on behalf of itself and the Secured Creditors, shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to an Assignor as hereinabove specified, the Agent need give an Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (ii) No notification need be given to an Assignor if it has signed, after a Default or an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in the Secured Debt Agreements, the Agent, on behalf of itself and the Secured Creditors, shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the state in which the Collateral is located.

Disposition of the Collateral. If an Event of Default shall occur Any Collateral repossessed by Lender under or pursuant to Section 9.02, and any other Collateral whether or not so repossessed by Lender, may be continuing and upon direction from the Trusteesold, the Collateral Trustee may sellassigned, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such prices as it may consider Lender may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable in its sole discretion, for cash or on credit or for future delivery without assumption of any credit riskreasonable. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Lender or after any overhaul or repair which the Collateral Trustee that Lender shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceeding permitted by such requirements shall be made upon not less than 10 days’ prior written notice to Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of Borrower or any nominee of Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days’ prior written notice to Borrower specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law, shall be by public auction (which may, at Lender’s option, be subject to reserve), after publication of notice of such auction not less than 10 days prior thereto in two newspapers in general circulation in the region in which the sale will take place. To the extent permitted by applicable any such requirement of law, the Collateral Trustee or the Trustee Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 9.03 without accountability to a Grantor Borrower (except to the extent of surplus money received) received as provided belowin Section 9.05). In the payment If, under mandatory requirements of applicable law, Lender shall be required to make disposition of the purchase price Collateral within a period of time which does not permit the Collateralgiving of notice to Borrower as hereinabove specified, the purchaser Lender need give Borrower only such notice of disposition as shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations reasonably practicable in lieu of cash up to the amount which would, upon distribution of the net proceeds view of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial paymentmandatory requirements of applicable law.

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trusteecontinuing, the Collateral Trustee Agent may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety entirety, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for, for the Collateral Trustee Agent at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee Agent or any other Secured Party or elsewhere and in general, general in such manner, at such time or times and upon such terms and conditions and at such prices price as it may consider commercially reasonable in its sole discretionreasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent may in its discretion restrict prospective bidders as to their number, nature of their business and investment intention. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so so, or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Agent or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than 10 days' written notice to the Company (which the Company agrees to be commercially reasonable) specifying the time after which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale shall be made upon not less than 10 days' written notice to the Company (which the Company agrees to be commercially reasonable) specifying the time and place of such sale and, in its sole discretionthe absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction for not less than ten days prior thereto in two newspapers in general circulation in New York City. To the extent permitted by applicable law, the Collateral Trustee or the Trustee Agent and/or any other Secured Party may bid for and become the purchaser purchasers of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor the Company (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any obligations of the Secured Obligations Company to it and any such purchaser may deliver securities, notes, claims for interest interest, or claims for other payment with respect to such Secured Obligations obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market, no notice of disposition shall be required.

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trusteecontinuing, the Collateral Trustee Secured Party may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options to purchase or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officerOfficer, nominee or agent of, or auctioneer or attorney for, the Collateral Trustee Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee Secured Party or elsewhere and in general, in such manner, at such time or times and upon such terms and conditions and at such prices as it may consider commercially reasonable in its sole discretionreasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party may in its sole discretion restrict prospective bidders as to their number, nature of their business and investment intention. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Trustee Secured Party or after any overhaul or repair which the Collateral Trustee Agent shall determine to be commercially reasonable in its sole discretionreasonable. To the extent permitted by applicable law, the Collateral Trustee or the Trustee Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability to a Grantor the Borrower (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver securities, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such securities or notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment.

Disposition of the Collateral. If an Event of Default shall occur and be continuing and upon direction from the Trustee, (a) Any Collateral repossessed by the Collateral Trustee may sell, assign, lease, license (on an exclusive or non-exclusive basis) give an option or options Agent pursuant to purchase or otherwise dispose of and in accordance with the Collateral (Agency Agreement or contract to do any Section 6.1 of the foregoing) under one or more contracts or as an entirety and without the necessity of gathering at the place of sale the property to this Agreement, may be sold, at public assigned, leased or private sale or sales, conducted by any officer, nominee or agent otherwise disposed of, or auctioneer or attorney for, the Collateral Trustee at any location of any third party conducting or otherwise involved in such sale or any office of the Collateral Trustee or elsewhere and in general, in such manner, at such time or times time, at such place and upon on such terms and conditions and at such prices as it the Collateral Agent may consider commercially reasonable fix in its sole discretion, for cash or on credit or for future delivery without assumption the notice of any credit risksale described below. Any of the Collateral may be sold, leased, assigned or options or contracts entered to do so leased or otherwise disposed of, of in the condition in any commercially reasonable manner. Any such disposition shall be by public or private sale upon not less than 10 days' written notice (which the same existed when taken by Company agrees is reasonable notification) to the Company specifying the time at which such disposition is to be made and the intended sale or offering price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the Company to acquire the Collateral Trustee at a price or after any overhaul for such other consideration at least equal to the intended sale or repair which the Collateral Trustee shall determine to be commercially reasonable in its sole discretionoffering price or other consideration so specified. To the extent permitted by applicable lawApplicable Law, the Collateral Trustee or Agent on behalf of the Trustee Senior Parties may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.6 without accountability 6.2. If, under mandatory requirements of Applicable Law, the Collateral Agent shall be required to make disposition of the Collateral within a Grantor (except period of time which does not permit the giving of notice to the extent Company as specified, then the Collateral Agent shall only be required to give the Company such notice of surplus money received) disposition as provided belowshall be reasonably practicable in view of such mandatory requirements of Applicable Law. In lieu of exercising the payment power of sale hereunder, the purchase price Collateral Agent may proceed by a suit at law or in equity to foreclose the pledge and security interest under this Agreement and sell the Collateral or any portion thereof under a judgment or decree of a court or courts of competent jurisdiction. (b) As used herein, the term "proceeds" includes all cash, securities and other property received in respect of the Collateral, the purchaser shall be entitled to have credit on account including any cash, securities or other property received under any reorganization, liquidation or adjustment of debt of the purchase price thereof of amounts owing to such purchaser on account of Company, and any portion of the Secured Obligations Collateral or the products, profits or proceeds thereof which are distributed in kind. (c) The Collateral Agent shall incur no liability as a result of the manner of sale of the Collateral or any part thereof, at any private sale conducted in a commercially reasonable manner and any such purchaser may deliver securitiesin good faith. The Company hereby waives, notes, claims for interest or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which wouldfull extent permitted by Applicable Law, upon distribution any claims against the Collateral Agent arising by reason of the net proceeds of such sale, be payable thereon. Such securities fact that the price at which the Collateral or notes, if the amount payable hereunder shall be any part thereof may have been sold at a private sale was less than the price which might have been obtained at a public sale, or was less than the aggregate amount due thereonof the Obligations, shall even if the Collateral Agent accepts the first offer received which the Collateral Agent in good xxxxx xxxxx to be returned commercially reasonable under the circumstances and does not offer the Collateral to the holder thereof after being appropriately stamped to show partial paymentmore than one offeree.