Common use of Sale of Collateral Clause in Contracts

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law Requirements of Law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, any Revolving Credit Lender and any Term Loan Lender Agent may purchase the Collateral, or any portion of it at any sale held under this Article 12(to the extent permitted by applicable Requirements of Law). (e) If any Subject to the terms and provisions of the Collateral is soldAgency Agreement, leased, or otherwise disposed upon the occurrence and during the continuance of by the Agent on creditan Event of Default, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any Collateral in the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.following order:

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon defaultan Event of Default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, Agent and any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 11 in accordance with Sections 13.6 13-6 and 13.713-7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten seven (107) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance such manner, and with Sections 13.6 and 13.7such frequency, as the Agent determines.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, Agent and any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s 's exercise of its rights and remedies upon default pursuant to this Article 12 12: in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12(to the extent permitted by applicable law). (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance with Sections 13.6 and 13.7.the following order:

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the BorrowerBorrowers. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower Borrowers nor any Person claiming under or in right of the Borrower Borrowers shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower Borrowers such notice as may be practicable under the circumstances), the Agent shall give the Borrower Borrowers at least Ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees Borrowers agree that such written notice shall satisfy all requirements for notice to the Borrower Borrowers which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent or the Lenders may credit bid and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12XI. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten seven (107) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 towards the Liabilities in accordance such manner, and with Sections 13.6 and 13.7such frequency, as the Agent determines.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all goods(all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower Borrowers nor any Person claiming under or in right of the Borrower Borrowers shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default.138 (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may may, to the extent permitted by the UCC, purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until to the extent that payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance with Sections 13.6 and 13.7the manner set forth in Section 14.9. 11.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the any Borrower nor any Person claiming under or in right of the any Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower Borrowers such notice as may be practicable under the circumstances), the Agent shall give the Borrower Borrowers at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Each Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower Borrowers which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, Agent and any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s 's exercise of its rights and remedies upon default pursuant to this Article 12 11: in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower Borrowers nor any Person claiming under or in right of the Borrower Borrowers shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Lead Borrower at least Ten seven (107) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees Borrowers agree that such written notice shall satisfy all requirements for notice to the Borrower Borrowers which are imposed under the UCC UCC, the PPSA, or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance such manner, and with Sections 13.6 and 13.7such frequency, as the Agent determines.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s 's disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s 's rights and remedies upon default, may conduct conduct, or may require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrowerany Loan Party. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and reasonable expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither the Borrower any Loan Party nor any Person claiming under or in right of the Borrower any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be first applied to the direct costs of such sale. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrower Borrowers' Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrower Borrowers' Representative at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Each Borrower agrees that such written notice shall satisfy all requirements for notice to the that Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Collateral Agent’s 's rights and remedies upon default. (d) The Collateral Agent, any Revolving Credit Lender the Administrative Agent, and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies under this Article 12. The Administrative Agent shall apply the proceeds of the Collateral Agent’s 's exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 14.7 and 13.714.8.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Term Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Term Collateral Agent’s disposition of the Collateral. (b) The Term Collateral Agent, in the exercise of the Term Collateral Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Term Collateral Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrowerany Obligor. The Term Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Term Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Term Collateral Agent or such agent or contractor and neither the Borrower Obligors nor any Person claiming under or in right of the Borrower Obligors shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Term Collateral Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Term Collateral Agent shall give the Lead Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees Obligors agree that such written notice shall satisfy all requirements for notice to the Borrower Obligors which are imposed under the UCC or other applicable law with respect to the exercise of the Term Collateral Agent’s rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Term Collateral Agent or the Term Lenders may credit bid and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12XI. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Term Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Term Collateral Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent or the Lenders may credit bid and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12XI. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any Subject to any requirement of the Borrowing Orders, any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Subject to any requirement of the Borrowing Orders, the Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrowerany Borrower or Guarantor. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower Borrowers, the Guarantors, nor any Person claiming under or in right of the Borrower Borrowers or Guarantors shall have any interest therein. (c) Unless Subject to any requirement of the Borrowing Orders, unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Lead Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees Borrowers and Guarantors agree that such written notice shall satisfy all requirements for notice to the Borrower Borrowers and Guarantors which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The AgentSubject to any requirement of the Borrowing Orders, any Revolving Credit Lender the Agent and any Term Loan Lender may may, to the extent permitted by the UCC, purchase the Collateral, or any portion of it at any sale held under this Article 12.Article. 148 (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until to the extent that payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance with Sections 13.6 and 13.7the manner set forth in Section 14.9.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agent’s disposition of the Collateral. (b) The Collateral Agent, in the exercise of the Collateral Agent’s rights and remedies upon default, may, subject to the terms of Store Leases and provisions of applicable law, conduct, or may conduct require the Loan Parties to conduct, one or more going out of business sales, in the Collateral Agent’s own right or by one or more agents and contractors. Such Subject to the terms of Store Leases such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party. Subject to applicable law, the Borrower. The Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). The Borrowers shall have no responsibility or liability for any such augmented inventory. Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and reasonable expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither the Borrower any Loan Party nor any Person claiming under or in right of the Borrower any Loan Party shall have any interest therein. The proceeds of any such going out of business sale which is conducted by a Loan Party at the request of the Collateral Agent shall be first applied to the direct costs of such sale. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Borrower Borrowers’ Representative such notice as may be practicable under the circumstances), the Collateral Agent shall give the Borrower Borrowers’ Representative at least Ten ten (10) days days’ prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Each Borrower agrees that such written notice shall satisfy all requirements for notice to the that Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Collateral Agent’s rights and remedies upon default. (d) The Collateral Agent, any Revolving Credit Lender the Administrative Agent, and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent. (f) The Collateral Agent shall turn over to the Administrative Agent the proceeds of the exercise by the Collateral Agent of its rights and remedies under this Article 11. The Administrative Agent shall apply the proceeds of the Collateral Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 11 in accordance with Sections 13.6 13.5 and 13.713.6.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the any Borrower nor any Person claiming under or in right of the any Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower Borrowers such notice as may be practicable under the circumstances), the Agent shall give the Borrower Borrowers at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Each Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower Borrowers which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon defaultan Event of Default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, Agent and any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s 's exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower Borrowers nor any Person claiming under or in right of the Borrower Borrowers shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Lead Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees Borrowers agree that such written notice shall satisfy all requirements for notice to the Borrower Borrowers which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent or the Lenders may credit bid and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12XI. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, Agent and any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and /October 28, 1997/ 54 remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance such manner, and with Sections 13.6 and 13.7such frequency, as the Agent determines.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten seven (107) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any public sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 11 towards the Liabilities in accordance such manner, and with Sections 13.6 and 13.7such frequency, as the Agent determines.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the any Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the any Borrower nor any Person claiming under or in right of the any Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Lead Borrower such notice as may be practicable under the circumstances), the Agent shall give the Lead Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Each Borrower agrees that such written notice shall satisfy all requirements for notice to the that Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, Agent and any Revolving Credit Lender and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s 's exercise of its rights and remedies upon default pursuant to this Article 12 11: in accordance with Sections 13.6 13:13-6 and 13.713:13-7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least Ten ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent or the Lenders may credit bid and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12XI. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of the Agent’s exercise of its rights and remedies upon default pursuant to this Article 12 in accordance with Sections 13.6 and 13.7.

Sale of Collateral. (a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s 's disposition of the Collateral. (b) The Agent, in the exercise of the Agent’s 's rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s 's own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the BorrowerGuarantor. The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor). Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower Guarantor nor any Person claiming under or in right of the Borrower Guarantor shall have any interest therein. (c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower Guarantor with such notice as may be practicable under the circumstances), the Agent shall give the Borrower Guarantor at least Ten seven (107) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The Borrower Guarantor agrees that such written notice shall satisfy all requirements for notice to the Borrower Guarantor which are imposed under the UCC or other applicable law with respect to the exercise of the Agent’s 's rights and remedies upon default. (d) The Agent, any Revolving Credit Lender Agent and any Term Loan Lender may purchase the Collateral, or any portion of it at any sale held under this Article 12Article. (e) If any of the Collateral is sold, leased, or otherwise disposed of by the Agent on credit, the Liabilities shall not be deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Agent. (f) The Agent shall apply the proceeds of any exercise of the Agent’s exercise of its rights 's Rights and remedies upon default pursuant to Remedies under this Article 12 6 towards the Liabilities in accordance such manner, and with Sections 13.6 and 13.7such frequency, as the Agent determines.