Common use of Sale of Stock Collateral Clause in Contracts

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1, the Pledgee shall give to the Pledgor at least five business days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days prior written notice of such sale or sales shall be reasonable notice. The Pledgee may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee may buy at private sale and may make payments thereof by any means. The Pledgee may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee of any amount required by 9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, need the Pledgee account to the Pledgor for any surplus.

Sale of Stock Collateral. In the event of any sale or other disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1ss.7.1 and to the extent that any notice thereof is required to be given by law, the Pledgee Lender shall give to the Pledgor at least five business days (5) Business Days' prior written authenticated notice of the time and place of any public sale or other disposition of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days (5) Business Days' prior written authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Pledgee Lender may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Lender may buy or otherwise acquire any part or all of the Stock Collateral at any public sale or other disposition and if any part or all of the Stock Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Lender may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Pledgee Lender may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Lender in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Lender may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Lender of any amount required by 9ss.9-504(1)(c608(a)(1)(C) or ss.9-615(a)(3) of the New York Uniform Commercial Code as enacted in the Commonwealth of MassachusettsCode, need the Pledgee Lender account to the Pledgor for any surplus.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Collateral Agent shall give to the Pledgor Company at least five business days ten Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days ten Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Collateral Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Collateral Agent in attempting to collect the Secured Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Secured Obligations in the order set forth in such order or preference as the Pledgee may determine after proper allowance for Obligations not then dueIntercreditor Agreement. Only after such applications, and after payment by the Pledgee Collateral Agent of any amount required by 9(S)9-504(1)(c504(l)(c) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsUCC, need the Pledgee Collateral Agent account to the Pledgor Company for any surplus. To the extent that any of the Secured Obligations are to be paid or performed by a person other than the Company, the Company waives and agrees not to assert any rights or privileges which it may have under (S)9- 112 of the UCC.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1ss.7.1, the Pledgee Bank shall give to the Pledgor Company at least five business days Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Bank may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee Bank may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Bank may buy at private sale and may make payments thereof by any means. The Pledgee Bank may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Bank in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Bank may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Bank of any amount required by 9ss.9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, need the Pledgee Bank account to the Pledgor Company for any surplus.

Sale of Stock Collateral. In the event of any disposition of ------------------------ the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor at least five business days (5) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days (5) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-widely- distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by (S) 9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsMassachusetts UCC, need the Pledgee Agent account to the Pledgor for any surplus.. To the extent that any of the Obligations are to be paid or performed by a person other than the Pledgor, the Pledgor waives and agrees not to assert any rights or privileges which it may have under (S)9- 112 of the Massachusetts UCC

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1ss.7.1, the Pledgee Administrative Agent shall give to the applicable Pledgor at least five business days ten (10) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Each Pledgor hereby acknowledges that five business days ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Administrative Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorPledgors, to the fullest extent permitted by law). The Pledgee Administrative Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Administrative Agent may buy at private sale and may make payments thereof by any means. The Pledgee Administrative Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Administrative Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee of any amount required by 9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts, need the Pledgee account to the Pledgor for any surplusObligations.

Sale of Stock Collateral. In the event of any sale or other disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1ss.7.1 and to the extent that any notice thereof is required to be given by law, the Pledgee Collateral Agent shall give to the Pledgor Company at least five business days (5) Business Days' prior written authenticated notice of the time and place of any public sale or other disposition of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days (5) Business Days' prior written authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Pledgee Collateral Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee Collateral Agent may buy or otherwise acquire any part or all of the Stock Collateral at any public sale or other disposition and if any part or all of the Stock Collateral is of a type customarily sold or otherwise disposed of in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Collateral Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Pledgee Collateral Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Collateral Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as is provided in the Pledgee may determine after proper allowance for Obligations not then dueIntercreditor Agreement. Only after such applications, and after payment by the Pledgee Collateral Agent of any amount required by 9ss.9-504(1)(c608(a)(1)(C) or ss.9-615(a)(3) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsCode, need the Pledgee Collateral Agent account to the Pledgor Company for any surplus.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor Company at least five business days ten (10) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations pursuant to the Credit Agreement or in the order set forth in such order or preference -- as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by 9(S)9-504(1)(c) of the Uniform Commercial Code as enacted in of the Commonwealth of Massachusetts, need the Pledgee Agent account to the Pledgor Company for any surplus. To the extent that any of the Obligations are to be paid or performed by a person other than the Company, the Company waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the Uniform Commercial Code of the Commonwealth of Massachusetts.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of Section 7.1, the Pledgee Agent shall give to the Pledgor Borrower at least five business days ten (10) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Borrower hereby acknowledges that five business days ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorBorrower, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by Section 9-504(1)(c) of the Uniform Commercial Code as enacted in effect in the Commonwealth of Massachusetts, need the Pledgee Agent account to the Pledgor Borrower for any surplus.

Sale of Stock Collateral. In the event of any disposition of ------------------------ the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor at least five business days (5) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days (5) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-widely- distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by 9(S)9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsMassachusetts UCC, need the Pledgee Agent account to the Pledgor for any surplus.. To the extent that any of the Obligations are to be paid or performed by a person other than the Pledgor, the Pledgor waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the Massachusetts UCC

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Collateral Agent shall give to the Pledgor Company at least five business days Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Collateral Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee Collateral Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Collateral Agent may buy at private sale and may make payments thereof by any means. The Pledgee Collateral Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Collateral Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in accordance with this (S)7.2. The proceeds of any collection or sale of, or other realization upon, all or any part of the Stock Collateral shall be applied by the Collateral Agent in the following order set forth of priority: first, to payment of the expenses of sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel and all expenses, liabilities, advances incurred or made by the Collateral Agent in such order or preference as connection therewith, and any other unreimbursed expenses for which the Pledgee may determine Collateral Agent is to be reimbursed under this Agreement; second, to the payment of the Obligations (after proper allowance for Obligations taking into account amounts not then due. Only due and payable), pro rata in accordance with the respective outstanding balances thereof (including principal, interest, fees and all other amounts due thereunder); and third, after such applicationsindefeasible payment in full of all Obligations, to payment to the Company or Funding or their successors and after payment by the Pledgee assigns, or as a court of competent jurisdiction may direct, of any amount required by 9-504(1)(c) surplus then remaining from such proceeds. The Collateral Agent may make distributions hereunder in cash or in kind, but such distributions to the Noteholders shall in all events be made pro rata on the basis of the Uniform Commercial Code as enacted outstanding principal amount of the Obligations. Distributions made under clause "second" above may also be made in the Commonwealth a combination of Massachusettscash or property, need the Pledgee account but distributions to the Pledgor for any surplus.Noteholders shall be made pro rata on the basis of the outstanding principal amount of the

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of Section 7.1, the Pledgee Company shall give to the Pledgor at least five business days days' prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Company may enforce its rights hereunder hereafter without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Company may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Company may buy at private sale and may make payments thereof by any means. The Pledgee Company may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Company in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Company may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Company of any amount required by Section 9-504(1)(c) of the Uniform Commercial Code as enacted in of the Commonwealth of Massachusetts, need the Pledgee Company account to the Pledgor for any surplus.

Sale of Stock Collateral. In the event Xx xxx xxent of any disposition of the Stock ------------------------ Stock Collateral as provided in clause (c) of 7.1(S).7.1, the Pledgee Agent shall give to the Pledgor Company at least five business days Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders in accordance with this (S).7.2. The proceeds of any collection or sale of, or other realization upon, all or any part of the Stock Collateral shall be applied by the Agent in the following order set forth of priority: first, to payment of the expenses of sale or other realization, including reasonable compensation to the Agent and its agents and counsel and all expenses, liabilities, advances incurred or made by the Agent in such order or preference as connection therewith, and any other unreimbursed expenses for which the Pledgee may determine Agent is to be reimbursed under this Agreement; second, to the payment of the Obligations (after proper allowance for Obligations taking into account amounts not then duedue and payable) and of the obligations in respect of the Permitted Debt owing to the CP Holders and the CP Debt (to the extent it constitutes Permitted Debt), pro rata in accordance with the respective --- ---- outstanding balances thereof (including principal, interest, fees and all other amounts due thereunder); and third, after indefeasible payment in full of all Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders and all CP Debt, to payment to the Company or Funding or its successors and assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Agent may make distributions hereunder in cash or in kind, but such distributions to the Banks shall in all events be made pro rata on the basis of the respective Exposure Percentages of the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders. Distributions made under clause "second" above may also be made in a combination of cash or property, but distributions to the Banks shall be made pro rata on the basis of the respective Exposure Percentages of the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders. Distributions made under clauses "first" and "third" may also be made in a combination of cash or property. Any deficiency remaining, after application of such cash or cash proceeds to the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders, shall continue to be Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders for which the Company or Funding remains liable. In making the determinations and allocations required by this (S).7.2 or otherwise by this Agreement, the Agent may rely upon information supplied by the Banks as to the amounts of the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders held by them and supplied by the CP Holders or the Paying Agent as to the amounts owed on the CP Debt, or as to other matters (with each such matter being conclusively deemed to be proved or established by a certificate executed by an officer of such Person), and the Agent shall have no liability to any of the Banks, the Paying Agent or any of the CP Holders for actions taken in reliance upon such information. All distributions made by the Agent pursuant to this (S).7.2 shall be final, and the Agent shall have no duty to inquire as to the application by the Banks, the Paying Agent or the CP Holders of any amount distributed to them. However, if at any time the Agent determines that an allocation was based upon a mistake of fact (including without limitation, mistakes based on an assumption that principal or interest or any other amount has been paid by payments that are subsequently recovered from the recipient thereof through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise), the Agent may in its discretion, but shall not, subject to this (S).7.2, be obligated to, adjust subsequent allocations and distributions hereunder so that, on a cumulative basis, the Banks and the CP Holders receive the distributions to which they would have been entitled if such mistake of fact had not been made. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Agent hereunder or under any Security Document, the Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If, through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise, the security interests created hereby are enforced with respect to some, but not all, of the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders and the CP Debt, the Agent shall nonetheless apply the proceeds for the benefit of the Banks and the CP Holders in the proportion and subject to the priorities of (S).7.2 hereof. Only after such applications, and after payment by the Pledgee Agent of any amount required by 9(S).9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsNew York UCC, need the Pledgee Agent account to the Pledgor Company for any surplus. To the extent that any of the Obligations and of the obligations in respect of the Permitted Debt owing to the CP Holders are to be paid or performed by a person other than the Company, the Company waives and agrees not to assert any rights or privileges which it may have under (S).9-112 of the New York UCC. If any Bank, the Paying Agent or any CP Holder (with the CP Holders being deemed to so agree by accepting xxx xxxxrity interests granted hereunder and the other benefits provided hereby) acquires custody, control or possession of any Stock Collateral or proceeds therefrom, other than pursuant to the terms of this Agreement, such Bank, the Paying Agent or such CP Holder shall promptly cause such Stock Collateral or proceeds to xx xxxxxxred to or put in the custody, possession or control of the Agent or, if the Agent shall so designate, an agent of the Agent (which agent may be a branch or affiliate of the Agent, the Administrative Agent or any Bank) in the same form of payment received, with appropriate endorsements, in the country in which such Stock Collateral is held for distribution in accordance with the provisions of this Section. Until such time as the provisions of the immediately preceding sentence have been complied with, such Bank, the Paying Agent or such CP Holder shall be deemed to hold such Stock Collateral and proceeds xx xxxxx for the Agent.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor Holdings at least five business days Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Holdings hereby acknowledges that five business days (5) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder hereafter without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorHoldings, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by 9(S)9-504(1)(c) of the Uniform Commercial Code as enacted in of the Commonwealth of Massachusetts, need the Pledgee Agent account to the Pledgor Holdings for any surplus. To the extent that any of the Obligations are to be paid or performed by a person other than Holdings, Holdings waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the Uniform Commercial Code of the Commonwealth of Massachusetts.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of §7.1, the Pledgee Collateral Agent shall give to the Pledgor Grantors at least five business days six (6) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Each Grantor hereby acknowledges that five business days six Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Collateral Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorGrantors, to the fullest extent permitted by law). The Pledgee Collateral Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-widely- distributed standard price quotations, the Pledgee Collateral Agent may buy at private sale and may make payments thereof by any means. The Pledgee Collateral Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' ’ fees, travel and all other expenses which may be incurred by the Pledgee Collateral Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in pursuant to the order set forth in such order or preference as the Pledgee may determine after proper allowance for Obligations not then dueIndenture. Only after such applications, and after payment by the Pledgee Collateral Agent of any amount required by §9-504(1)(c608(a)(1)(C) or §9-615(a)(3) of the New York Uniform Commercial Code as enacted in the Commonwealth of MassachusettsCode, need the Pledgee Collateral Agent account to the Pledgor Grantors for any surplus.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor at least five business days (5) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days (5) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-widely- distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by 9(S)9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsERROR! REFERENCE SOURCE NOT FOUND. UCC, need the Pledgee Agent account to the Pledgor for any surplus.. To the extent that any of the Obligations are to be paid or performed by a person other than the Pledgor, the Pledgor waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the ERROR! REFERENCE SOURCE NOT FOUND. UCC

Sale of Stock Collateral. In the event of any disposition of ------------------------ the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor at least five business days (5) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days (5) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by 9(S)9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsMassachusetts UCC, need the Pledgee Agent account to the Pledgor for any surplus.. To the extent that any of the Obligations are to be paid or performed by a person other than the Pledgor, the Pledgor waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the Massachusetts UCC

Sale of Stock Collateral. In the event of any disposition of ------------------------ the ------------------------ Stock Collateral as provided in clause (c) of 7.1(S)7.1, the Pledgee Agent shall give to the Pledgor at least five business days (5) Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days (5) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-widely- distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by (S) 9-504(1)(c) of the Uniform Commercial Code as enacted in the Commonwealth of Massachusetts. UCC, need the Pledgee Agent account to the Pledgor for any surplus.. To the extent that any of the Obligations are to be paid or performed by a person other than the Pledgor, the Pledgor waives and agrees not to assert any rights or privileges which it may have under (S)9-112 of the Massachusetts. UCC

Sale of Stock Collateral. In the event of any disposition of the Stock ------------------------ Stock Collateral as provided in clause (c) of Section 7.1, the Pledgee Collateral Agent shall give to the Pledgor Company at least five business days Business Days prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor Company hereby acknowledges that five business days Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Collateral Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the PledgorCompany, to the fullest extent permitted by law). The Pledgee Collateral Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Collateral Agent may buy at private sale and may make payments thereof by any means. The Pledgee Collateral Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Collateral Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in accordance with this Section 7.2. The proceeds of any collection or sale of, or other realization upon, all or any part of the Stock Collateral shall be applied by the Collateral Agent, following application of such proceeds in accordance with the terms of Section 5 of the Intercreditor Agreement in the following order set forth of priority: first, to payment of the expenses of sale or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel and all expenses, liabilities, advances incurred or made by the Collateral Agent in such order or preference as connection therewith, and any other unreimbursed expenses for which the Pledgee may determine Collateral Agent is to be reimbursed under this Agreement; second, to the payment of the Obligations (after proper allowance for Obligations taking into account amounts not then duedue and payable), pro rata in accordance with the --- ---- respective outstanding balances thereof (including principal, interest, fees and all other amounts due thereunder); and third, after indefeasible payment in full of all Obligations, to payment to the Company or its successors and assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Collateral Agent may make distributions hereunder in cash or in kind, but such distributions to the Noteholders shall in all events be made pro rata on the basis of the outstanding principal amount of the Obligations. Distributions made under clause "second" above may also be made in a combination of cash or property, but distributions to the Noteholders shall be made pro rata on the basis of the outstanding principal amount of the Obligations. Distributions made under clauses "first" and "third" may also be made in a combination of cash or property. Any deficiency remaining, after application of such cash or cash proceeds to the Obligations, shall continue to be Obligations for which the Company or Funding remains liable. In making the determinations and allocations required by this Section 7.2 or otherwise by this Agreement, the Collateral Agent may rely upon information supplied by the Noteholders as to the amounts of the Obligations, or as to other matters (with each such matter being conclusively deemed to be proved or established by a certificate executed by an officer of such Person), and the Collateral Agent shall have no liability to any of the Noteholders for actions taken in reliance upon such information. All distributions made by the Collateral Agent pursuant to this Section 7.2 shall be final, and the Collateral Agent shall have no duty to inquire as to the application by the Noteholders of any amount distributed to them. However, if at any time the Collateral Agent determines that an allocation was based upon a mistake of fact (including without limitation, mistakes based on an assumption that principal or interest or any other amount has been paid by payments that are subsequently recovered from the recipient thereof through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise), the Collateral Agent may in its discretion, but shall not, subject to this Section 7.2, be obligated to, adjust subsequent allocations and distributions hereunder so that, on a cumulative basis, the Noteholders receive the distributions to which they would have been entitled if such mistake of fact had not been made. If any dispute or disagreement shall arise as to the allocation of any sum of money received by the Collateral Agent hereunder or under any Security Document, the Collateral Agent shall have the right to deliver such sum to a court of competent jurisdiction and therein commence an action for interpleader. If, through the operation of any bankruptcy, reorganization, insolvency or other laws or otherwise, the security interests created hereby are enforced with respect to some, but not all, of the Obligations, the Collateral Agent shall nonetheless apply the proceeds for the benefit of the Noteholders in the proportion and subject to the priorities of Section 7.2 hereof. Only after such applications, and after payment by the Pledgee Collateral Agent of any amount required by Sections 9-504(1)(c615(a)(3) and 9-615(b) of the Uniform Commercial Code as enacted in the Commonwealth of MassachusettsNew York UCC, need the Pledgee Collateral Agent account to the Pledgor Company for any surplus. To the extent that any of the Obligations are to be paid or performed by a person other than the Company, the Company, to the extent permitted by law, waives and agrees not to assert any rights or privileges which it may have under Sections 9-210, 9-620, 9-621, 9-623, and 9-625 of the New York UCC. If any Noteholder acquires custody, control or possession of any Stock Collateral or proceeds therefrom, other than pursuant to the terms of this Agreement, such Noteholder shall promptly cause such Stock Collateral or proceeds to be delivered to or put in the custody, possession or control of the Collateral Agent or, if the Collateral Agent shall so designate, an agent of the Collateral Agent (which agent may be a branch or affiliate of the Collateral Agent or any Noteholder in the same form of payment received, with appropriate endorsements, in the country in which such Stock Collateral is held for distribution in accordance with the provisions of this Section. Until such time as the provisions of the immediately preceding sentence have been complied with, such Noteholder shall be deemed to hold such Stock Collateral and proceeds in trust for the Collateral Agent.

Sale of Stock Collateral. In the event of any disposition of the ------------------------ Stock Collateral as provided in clause (c) of 7.1Section 7.1 hereof, the Pledgee Agent shall give to the Pledgor at least five business days ten (10) Business Days' prior written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is to be made. The Pledgor hereby acknowledges that five business days ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. The Pledgee Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). The Pledgee Agent may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee Agent may buy at private sale and may make payments thereof by any means. The Pledgee Agent may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be incurred by the Pledgee Agent in attempting to collect the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, and then to the Obligations in the order set forth in such order or preference as the Pledgee may determine Loan Agreement, after proper allowance for Obligations not then due. Only after such applications, and after payment by the Pledgee Agent of any amount required by Section 9-504(1)(c) of the Uniform Commercial Code as enacted in of the Commonwealth of Massachusetts, need the Pledgee Agent account to the Pledgor for any surplus.