Common use of Notice of Sale Clause in Contracts

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, and advertising such Collateral for sale, selling same, and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interests, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to LenderLenders. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Agent or any Lender, which in Lendersuch Agent's determination sole discretion makes it advisable for Lender Agent to seek counsel for the protection and preservation of its Liens and Lenders' security interestsinterest, or to defend its own interestthe interest of Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur ’ fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to LenderLenders. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Agent or any Lender, which in Lender's determination Agent’s sole discretion makes it advisable for Lender Agent to seek counsel for the protection and preservation of its Liens and Lenders’ security interestsinterest, or to defend its own interestthe interest of Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, and advertising such Collateral for sale, selling same, and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interests, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification Notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including reasonable attorneys' fees, that it has incurred or may incur ’ fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, the Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to the Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against the Borrower, or by the Borrower or any other party against Lender, which in Lender's determination ’s sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien lien upon the Collateral.  In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) 2 such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.. 

Notice of Sale. Reasonable notification Notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the UCC Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender Administrative Agent shall retain an amount equal to all costs and charges, including reasonable and documented attorneys' fees, that it has incurred or may incur ’ fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens liens thereon. Any balance shall be applied against the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against BorrowerXxxxxxxx, or by Borrower or any other party against LenderAdministrative Agent, which in Lender's determination Administrative Agent’s sole discretion makes it advisable for Lender Administrative Agent to seek counsel for the protection and preservation of its Liens and security interestsBN 72497947v7 interest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Administrative Agent and the same shall be made a further charge and Lien lien upon the Collateral.  In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Administrative Agent may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Administrative Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAdministrative Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Administrative Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Administrative Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.. 

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, the Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to the Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against the Borrower, or by the Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.prospective

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money 73 75 arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, the Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to the Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against the Borrower, or by the Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, and advertising such Collateral for sale, selling same, and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interests, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal federal, state, and state other securities laws may impose certain restrictions on the methods by which a sale of certain Collateral may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur ’ fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Lender or any Lender, which in such Lender's determination ’s sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and Lenders’ security interestsinterest, or to defend its own interestthe interest of Lender, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, may from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, and advertising such Collateral for sale, selling same, and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interests, or to defend its own interest, such expenses and RECEIVABLES LOAN AND SECURITY AGREEMENT counsel fees shall be allowed to Lender, and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal federal, state, and state other securities laws may impose certain restrictions on the methods by which a sale of certain Collateral may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an a Default or Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Receivables Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Receivables Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code UCC to notice; provided, however, that if the Receivables Collateral threatens to decline speedily in value or is of a type not customarily sold on a recognized market, Lender may sell or otherwise dispose of the Receivables Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.211.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' ’ fees, that it has incurred or may incur for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Receivables Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination ’s sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Receivables Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Receivables Collateral comprised of securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence and during the continuance of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Receivables Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Receivables Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Receivables Collateral, and if Lender solicits such offers from not less than two three (23) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to LenderLenders. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Agent or any Lender, which in LenderAgent's determination sole discretion makes it advisable for Lender Agent to seek counsel for the protection and preservation of its Liens and Lenders' security interestsinterest, or to defend its own interestthe interest of Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, the Borrower shall remain liable to the Lender. In the event of any surplus, such surplus shall be paid to the Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against the Borrower, or by the Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interestthe interest of the Lender, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur ’ fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to Lenderthe Lenders. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Agent or any Lender, which in Lender's determination Agent’s sole discretion makes it advisable for Lender Agent to seek counsel for the protection and preservation of its Liens and Lenders’ security interestsinterest, or to defend its own interestthe interest of the Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Inventory Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code UCC to notice; provided, however, that if the Inventory Collateral threatens to decline speedily in value or is of a type not customarily sold on a recognized market, Lender may sell or otherwise dispose of the Inventory Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.211.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' ’ fees, that it has incurred or may incur for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Inventory Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination ’s sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Inventory Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Inventory Collateral comprised of securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence and during the continuance of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Inventory Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Inventory Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Inventory Collateral, and if Lender solicits such offers from not less than two three (23) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Inventory Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled to notice under the Code to noticeor other applicable law; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may may, subject to any applicable local laws, sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two three (23) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur ’ fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to LenderLenders. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Agent or any Lender, which in Lender's determination such Agent’s sole discretion makes it advisable for Lender Agent to seek counsel for the protection and preservation of its Liens and Lenders’ security interestsinterest, or to defend its own interestthe interest of Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, Borrower shall remain liable to LenderLenders. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against Borrower, or by Borrower or any other party against Agent or any Lender, which in Lendersuch Agent's determination sole discretion makes it advisable for Lender Agent to seek counsel for the protection and preservation of its Liens and Lenders' security interestsinterest, or to defend its own interestthe interest of Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable Subject to the Custodial Agreement or to the rights of any participating lenders in certain Applicable Underlying Loans as set forth on Exhibit "D" hereto, reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, and advertising such Collateral for sale, selling same, and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, or description against Borrower, or by Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interests, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, subject to the Custodial Agreement or to the rights of any participating lenders is the Applicable Underlying Loans as set forth on Exhibit "D" hereto, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower SPV and to any other Person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender TFC may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender TFC shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender TFC shall retain an amount equal to all costs and charges, including attorneys' fees, that it has incurred or may incur for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the ObligationsObligations and Parallel Claims, and in the event of deficiency, Borrower SPV shall remain liable to LenderTFC. In the event of any surplus, such surplus shall be paid to Borrower SPV or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against BorrowerSPV, or by Borrower SPV or any other party against LenderTFC, which in LenderTFC's determination sole discretion makes it advisable for Lender TFC to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender, TFC and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower SPV agrees that upon the occurrence or existence of an Event of Default, Lender TFC may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender TFC may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderTFC, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender TFC solicits such offers from not less than two three (23) such investors, then the acceptance by Lender TFC of the highest offer obtained 50 therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such 55 57 sale, Lender shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, the Borrower shall remain liable to the Lender. In the event of any surplus, such surplus shall be paid to the Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against the Borrower, or by the Borrower or any other party against Lender, which in Lender's determination sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its Liens and security interestsinterest, or to defend its own interestthe interest of the Lender, such expenses and counsel fees shall be allowed to Lender, Lender and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender solicits such offers from not less than two (2) such investors, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Notice of Sale. Reasonable notification of the time and place of any public sale of the Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made shall be sent to Borrower and to any other Person person entitled under the Code to notice; provided, however, that if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender Agent may sell or otherwise dispose of the Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten five (105) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 8.29.2. Lender Agent shall have the right to bid at any public or private sale on its own behalfbehalf of the Lenders. Out of money arising from any such sale, Lender Agent shall retain an amount equal to all of its costs and charges, including attorneys' fees, that it has incurred or may incur fees for advice, counsel, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, storing and advertising such Collateral for sale, selling same, same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied against upon the Obligations, and in the event of deficiency, the Borrower shall remain liable to Lenderthe Lenders. In the event of any surplus, such surplus shall be paid to the Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature, nature or description against the Borrower, or by the Borrower or any other party against Agent or any Lender, which in Lendersuch Agent's determination sole discretion makes it advisable for Lender such to seek counsel for the protection and preservation of its Liens and the Lenders' security interestsinterest, or to defend its own interestthe interest of the Lenders, such expenses and counsel fees shall be allowed to Lender, Agent and the same shall be made a further charge and Lien upon the Collateral. In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of certain Collateral comprised of Securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or existence of an Event of Default, Lender Agent may, on behalf of the Lenders, from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and prospective purchasers to those whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender Agent may solicit offers to buy such Collateral, or any part of it for cash, from a limited number of investors deemed by LenderAgent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Lender Agent solicits such offers from not less than two (2) such investors, then the acceptance by Lender Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.