Common use of Sale of Stock Collateral Clause in Contracts

Sale of Stock Collateral. In the event of any sale or other disposition of the Stock Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by law, the Lender shall give to the Pledgor at least five (5) Business Days' prior 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 (5) Business Days' prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The 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 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 Lender may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The 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 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 in such order or preference as the Lender may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender of any amount required by ss.9-608(a)(1)(C) or ss.9-615(a)(3) of the New York Uniform Commercial Code, need the Lender 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 ss.7.1 and to the extent that any notice thereof is required to be given by law7.1, the Lender Pledgee shall give to the Pledgor at least five (5) Business Days' business days prior authenticated written 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 (5) Business Days' business days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender Pledgee 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 Lender Pledgee may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 Lender Pledgee may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Pledgee of any amount required by ss.99-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeCode as enacted in the Commonwealth of Massachusetts, need the Lender 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 ss.7.1 and to the extent that any notice thereof is required to be given by law§7.1, the Lender Collateral Agent shall give to the Pledgor Grantors at least five six (56) Business Days' Days prior authenticated written 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 Each Grantor hereby acknowledges that five (5) six Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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-widely- distributed standard price quotations, the Lender Collateral Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 in such order or preference as to the Lender may determine after proper allowance for Obligations not then duepursuant to the Indenture. Only after such applications, and after payment by the Lender Collateral Agent of any amount required by ss.9§9-608(a)(1)(C) or ss.9§9-615(a)(3) of the New York Uniform Commercial Code, need the Lender Collateral Agent account to the Pledgor Grantors 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 ss.7.1 and to the extent that any notice thereof is required to be given by law(S)7.1, the Lender Agent shall give to the Pledgor at least five (5) Business Days' Days prior authenticated written 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 (5) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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-widely- distributed standard price quotations, the Lender Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 such order or preference as the Lender Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Agent of any amount required by ss.9(S) 9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeMassachusetts. UCC, need the Lender 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 sale or other disposition of the ------------------------ Stock Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by law(S)7.1, the Lender Agent shall give to the Pledgor Holdings at least five (5) Business Days' Days prior authenticated written 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 Holdings hereby acknowledges that five (5) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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 Lender Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 Lender Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Agent of any amount required by ss.9(S)9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeCode of the Commonwealth of Massachusetts, need the Lender 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 sale or other disposition of the Stock Collateral as provided in clause (c) of ss.7.1 §7.1 and to the extent that any notice thereof is required to be given by law, the Lender Administrative Agent shall give to the Pledgor Company at least five (5) Business Days' ’ prior 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 (5) Business Days' ’ prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 PledgorCompany, to the fullest extent permitted by law). The Lender Administrative 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 Lender Administrative Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 in such order or preference as to the Lender may determine after proper allowance for Obligations not then duepursuant to the terms of the Credit Agreement. Only after such applications, and after payment by the Lender Administrative Agent of any amount required by ss.9§9-608(a)(1)(C) or ss.9§9-615(a)(3) of the New York Uniform Commercial CodeMA UCC, need the Lender Administrative Agent account to the Pledgor Company 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 ss.7.1 and to the extent that any notice thereof is required to be given by law(S)7.1, the Lender Agent shall give to the Pledgor Company at least five ten (510) Business Days' Days prior authenticated written 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 ten (510) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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 Lender Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 Lender Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Agent of any amount required by ss.9(S)9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeCode of the Commonwealth of Massachusetts, need the Lender 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 sale or other disposition of the Stock ------------------------ Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by lawSection 7.1, the Lender Collateral Agent shall give to the Pledgor Company at least five (5) Business Days' Days prior authenticated written 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 (5) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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 Lender Collateral Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 of priority: first, to payment of the expenses of sale or preference as other realization, including reasonable compensation to the Lender may determine Collateral Agent and its agents and counsel and all expenses, liabilities, advances incurred or made by the Collateral Agent in connection therewith, and any other unreimbursed expenses for which the 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 Lender Collateral Agent of any amount required by ss.9-608(a)(1)(C) or ss.9Sections 9-615(a)(3) and 9-615(b) of the New York Uniform Commercial CodeUCC, need the Lender 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 sale or other disposition of ------------------------ the Stock Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by law(S)7.1, the Lender Agent shall give to the Pledgor at least five (5) Business Days' Days prior authenticated written 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 (5) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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-widely- distributed standard price quotations, the Lender Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 such order or preference as the Lender Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Agent of any amount required by ss.9(S)9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeMassachusetts UCC, need the Lender 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 sale or other disposition of the ------------------------ Stock Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by law(S)7.1, the Lender Agent shall give to the Pledgor at least five (5) Business Days' Days prior authenticated written 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 (5) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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-widely- distributed standard price quotations, the Lender Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 such order or preference as the Lender Agent may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Agent of any amount required by ss.9(S)9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeERROR! REFERENCE SOURCE NOT FOUND. UCC, need the Lender 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 sale or other disposition of the Stock Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by law, the Lender Collateral Agent shall give to the Pledgor Company at least five (5) Business Days' prior 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 (5) Business Days' prior authenticated notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender 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 Lender Collateral Agent may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 such order or preference as is provided in the Lender may determine after proper allowance for Obligations not then dueIntercreditor Agreement. Only after such applications, and after payment by the Lender Collateral Agent of any amount required by ss.9-608(a)(1)(C) or ss.9-615(a)(3) of the New York Uniform Commercial Code, need the Lender Collateral Agent account to the Pledgor Company 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 ss.7.1 and to ss. 7.1 the extent that any notice thereof is required to be given by law, the Lender Bank shall give to the Pledgor Company at least five (5) Business Days' Days prior authenticated written 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 (5) Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender Bank 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 Lender Bank may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 Lender Bank may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Bank of any amount required by ss.9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial Code, need the Lender Bank account to the Pledgor Company 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 ss.7.1 and to the extent that any notice thereof is required to be given by law(S)7.1, the Lender Collateral Agent shall give to the Pledgor Company at least five (5) ten Business Days' Days prior authenticated written 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 (5) ten Business Days' Days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 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 Lender may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 such the order or preference as set forth in the Lender may determine after proper allowance for Obligations not then dueIntercreditor Agreement. Only after such applications, and after payment by the Lender Collateral Agent of any amount required by ss.9(S)9-608(a)(1)(C) or ss.9-615(a)(3504(l)(c) of the New York Uniform Commercial CodeUCC, need the Lender 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 sale or other disposition of the Stock Collateral as provided in clause (c) of ss.7.1 and to the extent that any notice thereof is required to be given by lawSection 7.1, the Lender Company shall give to the Pledgor at least five (5) Business Daysbusiness days' prior authenticated written 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 (5) Business Days' business days prior authenticated written notice of such sale or other disposition or sales or other dispositions shall be reasonable notice. The Lender 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 Lender Company 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 Lender Company may buy or otherwise acquire at private sale or other disposition and may make payments thereof by any means. The Lender 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 Lender 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 such order or preference as the Lender Company may determine after proper allowance for Obligations not then due. Only after such applications, and after payment by the Lender Company of any amount required by ss.9Section 9-608(a)(1)(C) or ss.9-615(a)(3504(1)(c) of the New York Uniform Commercial CodeCode of the Commonwealth of Massachusetts, need the Lender Company account to the Pledgor for any surplus.