Common use of Dispositions of Collateral Clause in Contracts

Dispositions of Collateral. Pledgor recognizes that Lender may be unable to effect a sale to the public of all or part of the Collateral by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonable.

Dispositions of Collateral. Pledgor recognizes that Lender may be unable to effect a sale Notwithstanding any provision to the public of all -------------------------- contrary contained in any agreement, document or part instrument in favor of the Collateral by reason of certain prohibitions Subordinated Secured Parties or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under which any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under Subordinated Secured Parties is a party, the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under parties hereto agree as follows: (a) Upon the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice occurrence of any independent nationally-known investment banking firmsale, which is a member firm of the New York Stock Exchangelease, with respect to the method and manner of sale transfer or other disposition of any of the Collateral (a "Disposition"), as between the ----------- Senior Secured Parties and the Subordinated Secured Parties, until the Senior Payout Date, all Collateral, including all proceeds thereof and all prepayments or distributions in respect thereof, shall be distributed or applied or paid to the Administrative Agent, acting on behalf of the Senior Secured Parties, for application to the Senior Secured Obligations without obtaining any further consent or agreement of the Subordinated Secured Parties and in any manner as the Administrative Agent may determine, and the Subordinated Secured Parties shall be deemed to have consented to such Disposition and no further consent thereto or notice or accounting in respect thereof on the part of any such Person shall be required, and, until the Senior Payout Date, none of such Collateral shall be distributed or paid to (or retained by) the Subordinated Secured Parties for application to the Subordinated Secured Obligations, and the Subordinated Secured Parties shall not have any right to restrict or permit, or approve or disapprove, any Disposition of all or any portion or item of the Collateral. (b) Upon a Disposition, as between the Senior Subordinated Secured Parties and the Junior Subordinated Secured Parties, after the Senior Payout Date and until the Senior Subordinated Payout Date, all Collateral, including all proceeds thereof and all prepayments or distributions in respect thereof, shall be distributed or applied or paid to the 1996 Trustee, acting on behalf of the Senior Subordinated Secured Parties, for application to the Senior Subordinated Secured Obligations without obtaining any further consent or agreement of the Junior Subordinated Secured Parties and in any manner as the 1996 Trustee may determine, and the Junior Subordinated Secured Parties shall be deemed to have consented to such Disposition and no further consent thereto or notice or accounting in respect thereof on the part of any such Person shall be required, and until the Senior Subordinated Payout Date, none of such Collateral shall be distributed or paid to (or retained by) the Junior Subordinated Secured Parties for application to the Junior Subordinated Secured Obligations, and the Junior Subordinated Secured Parties shall not have any right to restrict or permit, or approve or disapprove, any Disposition of all or any portion or item of the Collateral. (c) If the Collateral Agent is in possession of any proceeds from any Disposition of any Collateral following the Senior Payout Date, the Collateral Agent shall deliver such remaining proceeds to: (x) the 1996 Trustee if any Senior Subordinated Secured Obligations shall be then outstanding (which each Pledgor hereby irrevocably consents to); (y) the 1997 Trustee if any Junior Subordinated Secured Obligations shall be then outstanding (which each Pledgor hereby irrevocably consents to) and the Collateral Agent has received a written notice from the 1996 Trustee to the effect that the Senior Subordinated Secured Obligations have been paid in full; and (z) each Pledgor or its successors or assigns, if the Collateral Agent has received a written notice from the 1996 Trustee and the 1997 Trustee to the effect that the Senior Subordinated Secured Obligations or the Junior Subordinated Secured Obligations, as the case may be, have been paid in full and the 1996 Trustee and the 1997 Trustee shall agree in writing, or to whomever may be lawfully entrusted to receive the same as a court of competent jurisdiction shall so direct. (d) The Senior Subordinated Secured Parties and the Junior Subordinated Secured Parties will, immediately upon the request of the Administrative Agent acting on behalf of the Lenders at any time prior to the Senior Payout Date, release or otherwise terminate and discharge their respective subordinated liens in any Collateral to the extent such Collateral is the subject of a Disposition, and will deliver to the Collateral Agent all documents and instruments reasonably deemed by the Collateral Agent to be necessary or appropriate in connection therewith. In the event that the Collateral Agent, acting on behalf of the Senior Secured Parties at any time prior to the Senior Payout Date, settles, adjusts or compromises any claim in respect of all or any portion or item of Collateral, including, without limitation, any settlement, adjustment or compromise made in connection with any bankruptcy, reorganization or insolvency proceeding by or against either Pledgor or a Subsidiary of either of them, or accepts or is required to accept substitute or replacement collateral in exchange for or in lieu of or in full or partial settlement of any Collateral, the best price Subordinated Secured Parties shall be bound by any such settlement, adjustment or compromise, and shall, immediately upon the request of the Collateral Agent, confirm their consent to the same and release any claim that the Subordinated Secured Parties might otherwise have in respect of such Collateral; provided that the Senior Subordinated Secured Parties shall be granted a lien and security interest in any such substitute or replacement Collateral on a second priority basis and the Junior Subordinated Secured Parties shall be granted a lien and security interest in any such substitute or replacement Collateral on a third priority basis, which liens and security interests shall constitute subordinated liens. (e) The Junior Subordinated Secured Parties will, immediately upon the request of the 1996 Trustee at any time after the Senior Payout Date but prior to the Senior Subordinated Payout Date, release or otherwise terminate and discharge their respective subordinated liens in any Collateral to the extent such Collateral is the subject of a Disposition, and will deliver to the Collateral Agent all documents and instruments reasonably obtainable therefordeemed by the Collateral Agent to be necessary or appropriate in connection therewith. In the event that the Collateral Agent, acting on behalf of the Senior Subordinated Secured Parties at any time after the Senior Payout Date but prior to the Senior Subordinated Payout Date, settles, adjusts or compromises any claim in respect of all or any portion or item of Collateral, including, without limitation, any settlement, adjustment or compromise made in connection with any bankruptcy, reorganization or insolvency proceeding by or against either Pledgor or a Subsidiary of either of them, or accepts or is required to accept substitute or replacement collateral in exchange for or in lieu of or in full or partial settlement of any Collateral, the consideration Junior Subordinated Secured Parties shall be bound by any such settlement, adjustment or compromise, and shall, immediately upon the request of cash and/or credit termsthe Collateral Agent, confirm their consent to the same and release any claim that the Junior Subordinated Secured Parties might otherwise have in respect of such Collateral; provided that the Junior Subordinated Secured Parties shall be granted a lien and security interest in any such substitute or any other details concerning such sale or disposition. Lenderreplacement Collateral on a second priority basis, in its sole discretion, may elect to sell on such credit terms which it deems reasonablelien and security interest shall constitute a subordinated lien and security interest.

Dispositions of Collateral. Pledgor recognizes If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that Lender time, and may also in its sole discretion, without notice except as specified below, subject to applicable law, at any time or from time to time, sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, at any exchange or broker's board for cash, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as may be unable to effect a sale to reasonable. At any such sale, unless prohibited by applicable law, the public Trustee on behalf of the Secured Parties may bid for and purchase all or any part of the Collateral so sold free from any right or equity of redemption of Pledgor. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by reason law) all rights of certain prohibitions redemption, stay and/or appraisal which it now has or restrictions may at any time in the federal future have under any rule of law or statute now existing or hereafter enacted. The Trustee shall give Pledgor not less than five days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Pledged Collateral which is perishable or threatens to decline speedily in value and is of a type customarily sold on a recognized market. The notice of such sale shall (1) in the case of a public sale, state securities laws the time and regulations place fixed for such sale, and (collectively2) in the case of a private sale, state the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but day after which such sale may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restrictionconsummated. Pledgor agrees that such notice constitutes reasonable notice. The Trustee shall not be obligated to make any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time necessary to permit time by announcement at the issuer thereof time and place fixed therefor, and such sale may, without further notice, be made at the time and place to register the Collateral for sale to the public under any of the Securities Lawswhich it was so adjourned. Pledgor agrees that negotiated sales whether for cash or credit made under hereby waives any claims against the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable Trustee arising by reason of the fact that the proceeds price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such sale(s) are less Collateral to more than might otherwise have been obtainedone offeree. Lender may elect Neither the Trustee nor any Secured Party shall be liable for failure to obtain the advice of collect or realize upon any independent nationally-known investment banking firm, which is a member firm or all of the New York Stock Exchange, with respect to the method and manner of sale Collateral or other disposition of for any delay in so doing nor shall 160 -11- any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or them be under any other details concerning such sale or disposition. Lender, in its sole discretion, may elect obligation to sell on such credit terms which it deems reasonabletake any action whatsoever with regard thereto.

Dispositions of Collateral. Pledgor recognizes that Lender may be unable to effect a sale to the public of all or part of the Collateral by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor The Subordinated Creditor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if direct or indirect disposition by the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized whether by collection, sale, or other manner of liquidation shall be conclusively presumed to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender and may not be liable challenged or accountable contested by reason the Subordinated Creditor on the ground of the fact that the proceeds obtained at commercial unreasonableness. Upon any such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of the Collateral (whether such disposition is by Borrower or is by Lender) approved by Lender, Subordinated Creditor's Liens shall automatically terminate and, in any event, upon request of the CollateralLender, the best price reasonably obtainable thereforSubordinated Creditor shall execute and deliver UCC-3 termination statements, the consideration of cash and/or credit terms, or mortgage discharges and releases to terminate and release their Liens upon any other details concerning such sale or such other disposition, provided, however, that the perfected Lien of the Subordinated Creditor shall continue in the proceeds of the sale or disposition thereof to the extent not applied to reduce the Senior Obligations or if otherwise agreed between Borrower and Subordinated Creditor. In this regard, the Lender may, subject to the terms of the Financing Agreements, (a) use such means of collection and exercise such diligence with respect thereto as the Lender, in its sole discretion, may elect deems appropriate under the circumstances and (b) enter into such compromises with and give such releases and acquittances to sell account debtors or other obligors on the Borrower's receivables, without obtaining the agreement or concurrence of or giving prior notice to the Subordinated Creditor, and the Subordinated Creditor hereby waives all right to require that its agreement or consent be obtained or that it be given notice. In the event of any casualty with respect to the Collateral, the Subordinated Creditor acknowledges and agrees that the Lender shall have, subject to the terms of the Financing Agreements, the exclusive right to adjust, compromise or settle any such credit terms which it deems reasonableloss with the insurer thereof and to collect and retain the proceeds of any insurance thereon. The Subordinated Creditor waives any obligation or requirement that Lender xxxxxxxx the Collateral or realize payment from or liquidate certain Collateral before realizing on or liquidating any other Collateral.

Dispositions of Collateral. Pledgor recognizes that Lender The Company and each of the Guarantors, as the case may be, shall be unable entitled to effect obtain a sale release of, and the Collateral Agent’s Liens upon the Collateral will be released: (1) in part, if (A) consent to the public release of Collateral has been given by the Required Note Holders and (B) such release has become effective in accordance with the terms of the consent; provided that any release of all or part substantially all of the Collateral by reason shall require the consent of certain prohibitions or restrictions 66 2/3% of the Holders of Notes. (2) as to (A) deposits in the federal Collateral Account that are to be applied to fund any mandatory prepayment or state securities laws purchase offer that becomes required as a result of a sale of assets or Event of Loss, concurrently with such application, so long as effective provision is made for apportionment of such funding to all holders of Notes entitled to participate in such mandatory prepayment or purchase offer in accordance with their entitlements under the Security Documents and regulations this Indenture, and (collectively, B) deposits in the "Securities Laws"), Collateral Account that constitute proceeds from an asset sale that are permitted under the Security Documents and this Indenture to be reinvested or otherwise are not required under the provisions of other federal Security Documents and state laws, regulations or rulings, but may this Indenture to be compelled to resort to one or more private sales applied to a restricted group mandatory prepayment or purchase offer in respect of purchasers who will be required to agree to acquire the any Notes concurrently with such reinvestment in assets constituting Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made permitted use under the foregoing circumstances shall not be deemed for that reason not to have been made Security Documents and this Indenture; (3) in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchangepart, with respect to any Collateral to the method and manner extent such Collateral becomes an Excluded Asset; (4) in part, with respect to any Collateral of any Guarantor in connection with the sale or other disposition of all or substantially all of the Capital Stock of that Guarantor (including by way of merger or consolidation), directly or indirectly, to a Person that is not (either before or after giving effect to such transaction) the Company or a Guarantor; and (5) in part, with respect to any Collateral that is sold or otherwise disposed of in a transaction that is not prohibited by the Indenture or any Security Document (including an Event of Loss), other than any such sale or disposition to the Company or another Guarantor. Upon delivery of (6) an Officers’ Certificate certifying that (A) such sale covers only the Released Collateral and complies with the terms and conditions of this Indenture, including, without limitation, Section 4.10, (B) all Net Cash Proceeds from the sale of any of the CollateralReleased Collateral that constitutes Collateral shall be deposited in the Collateral Account, and all Net Cash Proceeds from the sale of any of the released Collateral have been or will be applied pursuant to Section 4.10, (C) there is not, and shall not be, a Default or Event of Default in effect or continuing on the date thereof or the date of such release of Lien, (D) the release of the Released Collateral shall not result in a Default or Event of Default hereunder and (E) all conditions precedent in this Indenture and the Security Documents to such release have been complied with; and (7) An Opinion of Counsel stating that the documents that have been or are therewith delivered to the Trustee and Collateral Agent in connection with such release conform to the requirements of this Indenture and the release of such Lien as to such released Collateral is permitted by this Indenture and the Security Documents and that such proposed instrument is effective solely to release such Lien as to such released Collateral without releasing or satisfying any obligations secured by such Lien. Upon compliance by the Company with the conditions precedent set forth above, the best price Trustee and Collateral Agent shall cause to be released and reconveyed to the Company or the applicable Guarantor the Released Collateral without recourse by executing a release in the form provided by the Company or the applicable Guarantor and reasonably obtainable therefor, acceptable to the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonableTrustee and Collateral Agent.

Dispositions of Collateral. Pledgor recognizes If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that Lender time, and may also in its sole discretion, without notice except as specified below, subject to applicable law, at any time or from time to time, sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, at any exchange or broker's board for cash, for immediate or future delivery without any assumption of credit risk, and 14 -11- for such price or prices and on such terms as may be unable to effect a sale to reasonable. At any such sale, unless prohibited by applicable law, the public Trustee on behalf of the Secured Parties may bid for and purchase all or any part of the Collateral so sold free from any right or equity of redemption of Pledgor. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by reason law) all rights of certain prohibitions redemption, stay and/or appraisal which it now has or restrictions may at any time in the federal future have under any rule of law or statute now existing or hereafter enacted. The Trustee shall give Pledgor not less than five days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Pledged Collateral which is perishable or threatens to decline speedily in value and is of a type customarily sold on a recognized market. The notice of such sale shall (1) in the case of a public sale, state securities laws the time and regulations place fixed for such sale, and (collectively2) in the case of a private sale, state the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but day after which such sale may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restrictionconsummated. Pledgor agrees that such notice constitutes reasonable notice. The Trustee shall not be obligated to make any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time necessary to permit time by announcement at the issuer thereof time and place fixed therefor, and such sale may, without further notice, be made at the time and place to register the Collateral for sale to the public under any of the Securities Lawswhich it was so adjourned. Pledgor agrees that negotiated sales whether for cash or credit made under hereby waives any claims against the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable Trustee arising by reason of the fact that the proceeds price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such sale(s) are less Collateral to more than might otherwise have been obtainedone offeree. Lender may elect Neither the Trustee nor any Secured Party shall be liable for failure to obtain the advice of collect or realize upon any independent nationally-known investment banking firm, which is a member firm or all of the New York Stock Exchange, with respect to the method and manner of sale Collateral or other disposition of for any delay in so doing nor shall any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or them be under any other details concerning such sale or disposition. Lender, in its sole discretion, may elect obligation to sell on such credit terms which it deems reasonabletake any action whatsoever with regard thereto.

Dispositions of Collateral. Pledgor recognizes that Lender may be -------------------------- unable to effect a sale to the public of all or part of the Collateral by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-nationally- known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonable.

Dispositions of Collateral. Pledgor recognizes that Lender may be unable to effect a sale Notwithstanding any provision to the public of all -------------------------- contrary contained in any agreement, document or part instrument in favor of the Collateral by reason of certain prohibitions Subordinated Secured Parties or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under which any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under Subordinated Secured Parties is a party, (a) upon the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice occurrence of any independent nationally-known investment banking firmsale, which is a member firm of the New York Stock Exchangelease, with respect to the method and manner of sale transfer or other disposition of any of the Collateral (a "Disposition"), as between the ----------- Senior Secured Parties and the Subordinated Secured Parties, until the Senior Secured Obligations have been paid in full and the Commitment shall have expired or been terminated, all Collateral, including all proceeds thereof and all prepayments or distributions in respect thereof, shall be distributed or applied or paid to the Administrative Agent, acting on behalf of the Senior Secured Parties, for application to the Senior Secured Obligations without obtaining any further consent or agreement of the Subordinated Secured Parties and in any manner as the Administrative Agent may determine, and the Subordinated Secured Parties shall be deemed to have consented to such Disposition and no further consent thereto or notice or accounting in respect thereof on the part of any such Person shall be required, and until the Senior Secured Obligations are paid in full and the Commitments shall have expired or been terminated, none of such Collateral shall be distributed or paid to (or retained by) the Subordinated Secured Parties for application to the Subordinated Secured Obligations, and the Subordinated Secured Parties shall not have any right to restrict or permit, or approve or disapprove, any Disposition of all or any portion or item of the Collateral. If the Collateral Agent is in possession of any proceeds from any Disposition of any Collateral following payment in full of all Senior Secured Obligations and the termination or expiration of all Commitments, the Collateral Agent shall deliver such remaining proceeds to the Trustee if any Subordinated Secured Obligations shall be then outstanding (which each Pledgor hereby irrevocably consents to) or to each Pledgor or its successors or assigns if the Trustee shall agree in writing, or to whomever may be lawfully entrusted to receive the same as a court of competent jurisdiction shall so direct; and (b) the Subordinated Secured Parties will, immediately upon the request of the Administrative Agent acting on behalf of the Lenders, release or otherwise terminate and discharge the subordinated lien in any Collateral to the extent such Collateral is the subject of a Disposition, and will deliver to the Collateral Agent all documents and instruments reasonably deemed by the Collateral Agent to be necessary or appropriate in connection therewith. In the event that the Collateral Agent acting on behalf of the Senior Secured Parties, settles, adjusts or compromises any claim in respect of all or any portion or item of Collateral, including, without limitation, any settlement, adjustment or compromise made in connection with any bankruptcy, reorganization, or insolvency proceeding by or against either Pledgor or Subsidiary of either of them, or accepts or is required to accept substitute or replacement collateral in exchange for or in lieu of or in full or partial settlement of any Collateral, the best price reasonably obtainable thereforSubordinated Secured Parties shall be bound by any such settlement, adjustment or compromise, and shall, immediately upon the consideration request of cash and/or credit termsthe Collateral Agent, confirm its consent to the same and release any claim that the Subordinated Secured Parties might otherwise have in respect of such Collateral; provided that the Subordinated Secured Parties shall be granted a lien and security interest in any such substitute or any other details concerning such sale or disposition. Lenderreplacement Collateral, in its sole discretion, may elect to sell on such credit terms which it deems reasonablelien and security interest shall constitute a subordinated lien.