Common use of Sale or Other Disposition of Collateral by Lender Clause in Contracts

Sale or Other Disposition of Collateral by Lender. Any notice required to be given by Lender of a sale, lease or other disposition or other intended action by Lender, with respect to any of the Collateral, which is deposited in the United States mails, postage prepaid and duly addressed to Borrower at the address specified in Section 12.12 hereof, at least ten (10) calendar days prior to such proposed action shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Lender upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the attorneys’ and paralegals’ fees and legal expenses incurred by Lender in connection therewith, shall be applied as provided herein toward satisfaction of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 and 11.2 hereof. Lender shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens in the Collateral until Payment in Full. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other Person. If and to the extent applicable, Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trade styles, trademarks, service marks and advertising matter or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any such Collateral, and Borrower’s rights and benefits under all licenses and franchise agreements, if any, shall inure to Lender’s benefit until Payment in Full. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral.

Sale or Other Disposition of Collateral by Lender. Any notice required to be given by Lender of a sale, lease or other disposition or other intended action by Lender, Lender with respect to any of the Collateral, Collateral which is deposited given in accordance with the United States mails, postage prepaid and duly addressed to Borrower at the address specified in provisions of Section 12.12 hereof9.01, at least ten (10) calendar days Business Days prior to such proposed action shall constitute fair and reasonable notice to Borrower the Obligors and Parent of any such action. The net proceeds realized by Lender upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ and paralegals’ ' fees and legal expenses incurred by Lender in connection therewith, shall be applied as provided herein toward satisfaction of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 and 11.2 hereofObligations. Lender shall account to Borrower the Obligors and Parent for any surplus realized upon such sale or other disposition, and Borrower each of the Obligors shall remain liable for any deficiency attributable to its Obligations, and Parent shall remain liable for the full amount of any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens 's security interest in the Collateral until Payment in FullCollateral. Borrower agrees The Obligors and Parent agree that Lender has no obligation to preserve rights to the Collateral against any other Personparties. If and In connection with Lender's exercise of any remedies pursuant to the extent applicablethis Section 8.06, Lender is hereby granted a license or other right to use, without charge, Borrower’s any Obligor's or Parent's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trade styles, trademarks, service marks and advertising matter matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any such Collateral, the Obligors' and Borrower’s Parent's rights and benefits under all licenses and all franchise agreements, if any, agreements shall inure to Lender’s 's benefit until Payment in Full. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect (to the Collateralextent not prohibited under the applicable agreements) until the Obligations are paid in full.

Sale or Other Disposition of Collateral by Lender. Any notice required to be given by Lender of a sale, lease or other disposition or other intended action by Lender, Lender with respect to any of the Collateral, Collateral which is deposited in the United States mails, postage prepaid and duly addressed to Borrower at the address specified in Section 12.12 hereof11.I, at least ten (10) calendar days Business Days prior to such proposed action action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by the Lender upon any such sale or other disposition, after deduction for the expense reasonable expenses of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ and paralegals’ ' fees and legal expenses incurred by Lender in connection therewith, shall be applied as provided herein toward satisfaction of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 and 11.2 hereofObligations. The Lender shall account to Borrower for any surplus realized upon any such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens in 's Lien on the Collateral until Payment in Fullthe Obligations are fully paid. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other Personparties. If and to To the extent applicableBorrower has the power, without violating the terms of any agreement existing as of the Closing Date, to grant such a license, Lender is hereby granted a license or other right to use, without charge, the Borrower’s 's labels, patents, production certificates, type certificates, supplemental certificates, copyrights, rights of use of any name, trade secrets, trade names, trade stylestradestyles, trademarks, service marks and advertising matter matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any such Collateral, and Borrower’s rights and benefits under all licenses and franchise agreements, if any, shall inure to Lender’s benefit until Payment in Full. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateral.

Sale or Other Disposition of Collateral by Lender. Any notice ------------------------------------------------- required to be given by Lender of a sale, lease or other disposition or other intended action by Lender, Lender with respect to any of the Collateral, which is deposited in the United States mails, postage prepaid and duly addressed to Borrower at the address specified in Section 12.12 hereof, at least ten (10) calendar days Business Days prior to such proposed action shall constitute fair and reasonable notice to Borrower of any such action. If Lender chooses to dispose of the Collateral, it shall dispose of the Collateral in a commercially reasonable manner. Any sale of the Collateral conducted in conformity with the reasonable commercial practices of banks, insurance companies, commercial finance companies or other financial institutions disposing of property similar to the Collateral shall be deemed to be commercially reasonable. The net proceeds realized by Lender upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ and paralegals’ ' fees and legal expenses incurred by Lender in connection therewith, shall be applied as provided herein toward satisfaction of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 and 11.2 hereof. Lender shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens 's lien and security interest in the Collateral until Payment in Fullthe Liabilities are fully paid. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other Personparties. If Concurrently herewith, Borrower has executed an Assignment of Patents and an Assignment of Trademarks (the "Assignments"). The Assignments shall become effective only upon the occurrence of an Event of Default and Lender initiating enforcement of lender's security interest in the Collateral and Lender shall use such documents only to effect the extent applicable, Lender is hereby granted a license sale or other right disposition of the Collateral covered thereby in connection with the enforcement of Lender's security interest in the Collateral after an Event of Default. The Assignments shall become null and void upon repayment of the Liabilities hereunder and shall be promptly returned to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trade styles, trademarks, service marks and advertising matter or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Borrower upon such Collateral, and Borrower’s rights and benefits under all licenses and franchise agreements, if any, shall inure to Lender’s benefit until Payment in Full. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateralrepayment.

Sale or Other Disposition of Collateral by Lender. Upon the occurrence and during the continuance of any Event of Default, Lender shall have the right to sell, lease or otherwise dispose of all or any part of the Collateral and the sale, lease or other disposition of the Collateral, or any part thereof, by Lender after an Event of Default may be for cash, credit or any combination thereof, and Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, set-off the amount of such purchase price against the Borrower’s Obligations then owing. Borrower agrees that Lender may, if Lender deems it reasonable, postpone or adjourn any such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place of such postponed or adjourned sale, without being required to give a new notice of sale. Lender may, in its sole discretion, cause the Collateral to remain on Borrower’s premises or otherwise or to be removed and stored at premises owned by other Persons, at Borrower’s expense, pending sale or other disposition of the Collateral. Lender shall have the right to conduct such sales on Borrower’s premises, at Borrower’s expense, or elsewhere, on such occasion or occasions as Lender may see fit. Any notice required to be given by Lender of a sale, lease or other disposition or other intended action by Lender, Lender with respect to any of the Collateral, Collateral which is deposited in the United States mails, postage prepaid and duly addressed to the Borrower at the address specified in Section 12.12 hereof8.04 below, at least ten (10) calendar days prior to such proposed action action, shall constitute fair and reasonable notice to Borrower of any such action. The Lender may apply the net proceeds realized by Lender upon of any such sale sale, lease or other dispositiondisposition of any of the Collateral or of any other collection of the proceeds of any of the Collateral, after deduction for deducting all costs and expenses of every kind incurred therein or incidental to the expense of retaking, holding, preparing for sale, selling selling, leasing or the like of the Collateral on Borrower’s premises, or elsewhere, or in any way related to Lender’s rights hereunder (including Attorneys’ Fees and expenses, court costs, bonds and other legal expenses, insurance, security guard and alarm expenses incurred in connection with the attorneys’ holding of the Collateral, advertisements of sale of the Collateral, and paralegals’ fees rental and legal expenses utilities expense on the premises or elsewhere in connection with storage and sale of the Collateral) to the payment, in whole or in part, of the Borrower’s Obligations, whether due or not due, absolute or contingent, and only after payment by Lender of any other amounts required by any existing or future provision of law need Lender account to Borrower for the surplus, if any. The proceeds of any sale(s), lease(s) or other disposition(s) of any of the Collateral and/or of any collection(s) of any of the Collateral shall be applied by Lender in the following order: (1) first, to the payment of all costs, expenses, liabilities and advances made or incurred by Lender in connection therewith, shall be applied as provided herein toward satisfaction with the collection and enforcement of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 Borrower’s Obligations and 11.2 hereof. Lender shall account to Borrower for any surplus realized upon such the sale or other dispositionrealization upon the Collateral; provided, however, that nothing herein is intended to relieve Borrower of its obligation to pay such costs, expenses, liabilities and Advances; (2) second, to the payment of that portion of the Borrower’s Obligations constituting accrued and unpaid interest and fees; (3) third, to the payment of all of the other Borrower’s Obligations; and (4) fourth, to the payment of any surplus remaining after the payment of the amounts mentioned, to Borrower or to whomsoever may be lawfully entitled thereto. Borrower shall remain liable to Lender for the payment of any deficiency, and Lender may recover the deficiency with interest at the Default Rate. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens security interest in the Collateral until Payment in Fullall of the Borrower’s Obligations are fully paid and this Agreement has been terminated. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other Personparties. If and to the extent applicable, Lender is hereby granted a license or other right to use, without charge, Borrower’s labelsInventory, patentsEquipment, copyrights, rights of use of any name, trade secrets, trade names, trade styles, trademarks, service marks real estate and advertising matter matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale or lease and selling or leasing any such Collateral, Inventory or other Collateral and Borrower’s rights and benefits under all licenses licenses, leases and franchise agreements, if any, agreements shall inure to Lender’s benefit until Payment all of the Obligations are paid in Full. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateralfull.

Sale or Other Disposition of Collateral by Lender. Any notice required to be given by Lender of a sale, lease or other disposition or other intended action by Lender, Lender pursuant to ARTICLE VIII with respect to any of the Collateral, Collateral which is deposited in the United States mails, certified postage prepaid and duly addressed to Borrower and Guarantor and, each of them, at the address specified in Section 12.12 hereofSECTION 9.1 below, at least ten five (105) calendar days Business Days prior to such proposed action shall constitute fair and reasonable notice to Borrower and Guarantor of any such action. The net proceeds realized by Lender upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ and paralegals’ ' fees and legal expenses incurred by Lender in connection therewith, shall be applied as provided herein toward satisfaction of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 and 11.2 hereofObligations. Lender shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens 's security interest in the Collateral until Payment in FullCollateral. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other PersonPersons. If and In connection with the exercise of any remedies pursuant to the extent applicablethis section, Lender is hereby granted a license or other right to use, without charge, Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trade styles, trademarks, service marks and advertising matter matter, or any property of a similar nature, as it pertains to the Collateral, in completing production ofand, advertising for sale and selling to the extent not prohibited by the terms of any such Collateralapplicable license or franchise agreements, and Borrower’s 's rights and benefits under all licenses and all franchise agreements, if any, agreements shall inure to Lender’s 's benefit until Payment the Obligations are paid in Fullfull. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its 's rights and remedies with respect under this Section shall be enforceable to the Collateralextent permitted by applicable law.

Sale or Other Disposition of Collateral by Lender. Any notice required to be given by Lender of a sale, lease or sale other disposition or other intended action by Lender, Lender with respect to any of the Collateral, which Collateral that is deposited in the United States mailsmail, postage prepaid and duly addressed to Borrower at the address specified in Section 12.12 hereofherein for Notices, at least ten (10) calendar days prior to such proposed action action, shall constitute fair and reasonable notice to Borrower of any such action. The Lender may apply the net proceeds realized by Lender upon of any such sale or other dispositiondisposition of any of the Collateral or of any other collection of the proceeds of any of the Collateral, after deduction for deducting all costs and expenses of every kind incurred therein or incidental to the expense of retaking, holding, preparing for sale, selling or the like and of the Collateral or in any way related to Lender's rights hereunder (including without limitation reasonable attorneys’ and paralegals’ ' fees and expenses, court costs, bonds and other legal expenses, insurance, and other expenses incurred in connection with exercising its rights) to the payment, in whole or in part, of Borrower's obligations, whether due or not due, absolute or contingent, and only after payment by Lender of such amounts will Lender be /Page obligated to account to Borrower for the surplus, if any. The proceeds of any disposition of any of Borrower's interest in the Collateral shall be applied by Lender in the following order: (a) first, to the payment of all costs, expenses, liabilities and advances made or incurred by Lender in connection therewithwith the collection and enforcement of Borrower's obligations and the sale of Borrower's interests in or other realization upon the Collateral; provided, however, that nothing herein is intended to relieve Borrower of its obligation to pay such costs, expenses, liabilities and advances; (b) second, to the payment of that portion of Borrower's obligations constituting accrued and unpaid interest and fees; (c) third, to the payment of all of the other Borrower's obligations; and (d) fourth, the payment of any surplus remaining after the payment of the amounts mentioned above shall be applied as provided herein toward satisfaction of the Liabilities, including, without limitation, such Liabilities described in Sections 8.2 and 11.2 hereof. Lender shall account paid to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Lender’s Liens in the Collateral until Payment in Full. Borrower agrees that Lender has no obligation to preserve rights to the Collateral against any other Person. If and to the extent applicable, Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trade styles, trademarks, service marks and advertising matter or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any such Collateral, and Borrower’s rights and benefits under all licenses and franchise agreements, if any, shall inure to Lender’s benefit until Payment in Full. Borrower covenants and agrees not to interfere with or impose any obstacle to Lender’s exercise of its rights and remedies with respect to the Collateralwhomsoever may be lawfully entitled thereto.