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

Sale or Other Disposition of Collateral. The sale or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank shall have the right to conduct such sales at Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of holding, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on Obligor's premises or otherwise or to be removed and stored at premises owned by other persons, at Obligor's expense, pending sale or other disposition of the Collateral. Obligor, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borroweron Obligor's premises, at BorrowerObligor's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Obligor at the address specified in Section 13.1 11 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Obligor of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other reasonable costs and expenses related thereto including reasonable attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Obligor for any surplus realized upon such sale or other disposition, and Borrower Obligor 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 Bank's security interest in the Collateral. Borrower Obligor agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, Obligor's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Obligor's rights under all contracts, licenses, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower Obligor or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The Lender may sell or redeem the Collateral, or any part thereof, in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Lender, at the Lender’s place of business or elsewhere, for cash, upon credit or future delivery, and at such price or prices as the Lender shall, in its sole discretion, determine, and the Lender may be the purchaser of any or all of the Collateral so sold. Further, any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Pledgor at the address set forth in Section 5.1 (Notices), or such other address of the Pledgor which may from time to time be shown on the Lender’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute commercially reasonable notice to the Pledgor. The Lender may alternatively or additionally give such notice in any other commercially reasonable manner. Nothing in this Agreement shall require the Lender to give any notice not required by applicable Laws. If any consent, approval, or authorization of any Governmental Authority or any Person having any interest therein, should be necessary to effectuate any sale or other disposition of the Collateral, or any part thereofthe Pledgor agrees to execute all such applications and other instruments, by Bank after an Event of Default and to take all other action, as may be for cashrequired in connection with securing any such consent, credit approval or any combination thereof, and Bank authorization. The Pledgor recognizes that the Lender may purchase be unable to effect a public sale of all or any a part of the Collateral at public orconsisting of securities by reason of certain prohibitions contained in the Securities Act of 1933, if permitted by law, private saleas amended, and other applicable federal and state Laws. The Lender may, therefore, in lieu of actual payment of its discretion, take such purchase pricesteps as it may deem appropriate to comply with such Laws and may, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales for example, at any sale of the Collateral consisting of securities restrict the prospective bidders or purchasers as to their number, nature of business and investment intention, including, without limitation, a requirement that the Persons making such purchases represent and agree to the satisfaction of the Lender that they are purchasing such securities for their account, for investment, and not with a view to the distribution or resale of any thereof. The Pledgor covenants and agrees to do or cause to be done promptly all such acts and things as the Lender may be adjourned request from time to time with and as may be necessary to offer and/or sell the securities or without notice. Bank shall have the right to conduct such sales at Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of any part thereof in a sale or other disposition or other intended action by Bank with respect to any of the Collateral manner which is deposited valid and binding and in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of holding, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and conformance with all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtednessapplicable Laws.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on any Borrower's premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Borrowers, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on any Borrower's premises, at Borrower's Borrowers' expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Borrowers at the address specified in Section SECTION 13.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including reasonable attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 Bank's security interest in the Collateral. Borrower agrees Borrowers agree that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, Borrowers' labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrowers' rights under all contracts, licenses, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any marsxxxx xxx assets in favor of any Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default Default, and at any time during the continuance thereof, may be for cash, credit or any combination thereof, and Bank 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, may set-off set‑off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without noticenotice to the Borrower. The Bank may 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. Borrower at Bank's request shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on Borrower's premises, at Borrower's expense, or elsewhere, elsewhere on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to the Borrower at the address specified in Section 13.1 10.9 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to all Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest interests in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, Borrower's labels, General Intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit to the extent that the license or other right granted would not cause the applicable Borrower to be in breach of such agreement. Bank shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Lender after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank DVI Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank The Lender may cause the Collateral to remain on Obligor's premises or otherwise or to be removed and stored at premises owned by other persons, at Obligor's expense, pending sale or other disposition of the Collateral. Obligor, at Lender's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales at Borroweron Obligor's premises, at BorrowerObligor's expense, or elsewhere, on such occasion or occasions as Bank Lender may see fit. Any notice required to be given by Bank Lender of a sale sale, lease or other disposition or other intended action by Bank Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Obligor at the address specified in Section 13.1 11 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Obligor of any such action. The net proceeds realized by Bank Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankLender, in its sole discretion, elects, toward satisfaction of the Bank DVI Indebtedness. Bank Lender shall account to Borrower Obligor for any surplus realized upon such sale or other disposition, and Borrower Obligor 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 BankLender's security interest in the Collateral. Borrower Obligor agrees that Bank Lender has no obligation to preserve rights to the Collateral against any other parties. Bank Lender is hereby granted a license or other right to use, after an Event of Default, without charge, Obligor's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Obligor's rights under all contracts, licenses, leases and franchise agreements shall inure to Lender's benefit. Lender shall be under no obligation to xxxxxxxx any assets in favor of Borrower Obligor or any other party or against or in payment of any or all of the Bank DVI Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on any Borrower’s premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers’ expense, pending sale or other disposition of the Collateral. Borrowers, at Bank’s request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on any Borrower's ’s premises, at Borrower's Borrowers’ expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Borrowers at the address specified in Section 13.1 14.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 Bank's ’s security interest in the Collateral. Borrower agrees Borrowers agree that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, each Borrower’s labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and each Borrower’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank’s benefit. Bank shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower Borrowers or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Agent after an Event of Default may be for cash, credit or any combination thereof, and Bank Agent 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, may set-off the amount of such purchase price against the Bank Lender Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank The Agent may cause the Collateral to remain on any Borrower's premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Borrowers, at Agent's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Agent at a place to be designated by Agent. Agent shall have the right to conduct such sales at on any Borrower's premises, at Borrower's Borrowers' expense, or elsewhere, on such occasion or occasions as Bank Agent may see fit. Any notice required to be given by Bank Agent of a sale sale, lease or other disposition or other intended action by Bank Agent with respect to any of the Collateral which is deposited in the United States mail, or sent by overnight mail, postage prepaid and duly addressed to Borrower Borrowers at the address specified in Section 13.1 17.1 below, at least five (5) business days Business Days prior to such proposed actionaction if sent by overnight mail or ten (10) Business Days prior to such proposed action if sent by regular mail, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank Agent upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Agent in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankAgent, in its sole discretion, elects, toward satisfaction of the Bank Lender Indebtedness. Bank Agent shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 BankAgent's security interest in the Collateral. Borrower agrees Borrowers agree that Bank Agent has no obligation to preserve rights to the Collateral against any other parties. Bank Agent is hereby granted a license or other right to use, after an Event of Default, without charge, any Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and any Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Agent's benefit. Agent shall be under no obligation to xxxxxxxx any assets in favor of any Borrower or any other party or against or in payment of any or all of the Bank Lender Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Lender after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Lender Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank The Lender may 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. Borrower, at Lender's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales at on Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank Lender may see fit. Any notice required to be given by Bank Lender of a sale sale, lease or other disposition or other intended action by Bank Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 11.1 below, at least five ten (510) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankLender, in its sole discretion, elects, toward satisfaction of the Bank Lender Indebtedness. Bank 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 BankLender's security interest in the Collateral. Borrower agrees that Bank Lender has no obligation to preserve rights to the Collateral against any other parties. Bank Lender is hereby granted a license or other right to use, after an Event of Default, without charge, Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Lender's benefit. Lender shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Lender Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on Guarantor'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. Borrower, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 14.1 below, at least five (5) business days Business Days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including reasonable attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, during the continuance of an Event of Default, without charge, Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-set off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on Borrowers' premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Borrowers, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borrower's on a Borrowers' premises, at Borrower's Borrowers' expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower the Borrowers at the address specified in Section 13.1 12.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 Bank's security interest in the Collateral. Borrower agrees Borrowers agree that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, Borrowers' labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrowers' rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower Borrowers or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on any Obligor’s premises or otherwise or to be removed and stored at premises owned by other persons, at such Obligor’s expense, pending sale or other disposition of the Collateral. Each Obligor at Bank’s request, shall assemble the Collateral consisting of Inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borrower's on Obligor’s premises, at Borrower's such Obligor’s expense, or elsewhere, on such occasion or occasions as Bank may see fit. With respect to any Obligor’s owned or leased premises, each Obligor hereby grants Bank a license, effective upon the occurrence of an Event of Default, and to the extent not prohibited by the terms of any applicable lease, to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed given pursuant to Borrower at the address specified in Section 13.1 16 below, at least five (5) business days Business Days prior to such proposed action, shall constitute fair and reasonable notice to Borrower the Obligors of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied as set forth in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Section 14.3 hereof Bank shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower the Obligors 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 Bank's security interest ’s Lien in the Collateral. Borrower agrees The Obligors agree that Bank has no obligation to preserve rights to the Collateral against any other partiesparties or to clean-up or otherwise prepare any of the Collateral for sale. If Bank sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by or on behalf of the purchaser, received by Bank and applied to the indebtedness owed by such purchaser to Bank. If the purchaser fails to pay for any of the Collateral, Bank may resell the Collateral. Bank will not be considered to have offered to retain the Collateral in satisfaction of the Obligations, unless Bank has entered into a written agreement with the Obligors to that effect. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, each Obligor’s labels, General Intangibles, intellectual property, Equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 Inventory or other Collateral and each Obligor’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to Bank’s benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower any Obligor or any other party or against or in payment of any or all of the Bank IndebtednessObligations.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Agent after an Event of Default may be for cash, credit or any combination thereof, and Bank Agent 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, may set-off the amount of such purchase price against the Bank Lender Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank The Agent may cause the Collateral to remain on any Obligor's premises or otherwise or to be removed and stored at premises owned by other persons, at Obligors' expense, pending sale or other disposition of the Collateral. Obligors, at Agent's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Agent at a place to be designated by Agent. Agent shall have the right to conduct such sales at Borroweron any Obligor's premises, at Borrower's Obligors' expense, or elsewhere, on such occasion or occasions as Bank Agent may see fit. Any notice required to be given by Bank Agent of a sale sale, lease or other disposition or other intended action by Bank Agent with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Obligors at the address specified in Section 13.1 14.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Obligors of any such action. The net proceeds realized by Bank Agent upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Agent in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankAgent, in its sole discretion, elects, toward satisfaction of the Bank Lender Indebtedness. Bank Agent shall account to Borrower Obligors for any surplus realized upon such sale or other disposition, and Borrower Obligors 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 BankAgent's security interest in the Collateral. Borrower agrees Obligors agree that Bank Agent has no obligation to preserve rights to the Collateral against any other parties. Bank Agent is hereby granted a license or other right to use, after an Event of Default, without charge, each Obligor's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and each Obligor's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Agent's benefit. Agent shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower Obligors or any other party or against or in payment of any or all of the Bank Lender Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on Guarantor'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. Borrower, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 14.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, during the continuance of an Event of Default, without charge, Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off set‑off the amount of such purchase price against the Bank Indebtedness Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on any Obligor’s premises or otherwise or to be removed and stored at premises owned by other persons, at Obligors’ expense, pending sale or other disposition of the Collateral. Any Obligor at Bank’s request, shall assemble the Collateral consisting of Inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borrower's on any Obligor’s premises, at Borrower's Obligors’ expense, or elsewhere, on such occasion or occasions as Bank may see fit. With respect to any Obligor’s owned or leased premises, Obligors hereby grant Bank a license, effective upon the occurrence of an Event of Default, and to the extent not prohibited by the terms of any applicable lease, to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed given pursuant to Borrower at the address specified in Section 13.1 19 below, at least five (5) business days Business Days prior to such proposed action, shall constitute fair and reasonable notice to Borrower the Obligors of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank IndebtednessObligations in accordance with Section 17.3. Bank shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower the Obligors 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 Bank's security interest ’s Lien in the Collateral. Borrower agrees The Obligors agree that Bank has no obligation to preserve rights to the Collateral against any other partiesparties or to clean-up or otherwise prepare any of the Collateral for sale. If Bank sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by or on behalf of the purchaser, received by Bank and applied to the indebtedness owed by such purchaser to Bank. If the purchaser fails to pay for any of the Collateral, Bank may resell the Collateral. Bank will not be considered to have offered to retain the Collateral in satisfaction of the Obligations, unless Bank has entered into a written agreement with the Obligors to that effect. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, any Obligor’s labels, General Intangibles, intellectual property, Equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 Inventory or other Collateral and any Obligor’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to Bank’s benefit. Bank shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower any Obligor or any other party or against or in payment of any or all of the Bank IndebtednessObligations.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Lender after an Event of Default may be for cash, credit or any combination thereof, thereof and Bank 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, may set-off the amount of such purchase price against the Bank DVI Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank The Lender may cause the Collateral to remain on Obligor's premises or otherwise or to be removed and stored at premises owned by other persons, at Obligor's expense, pending sale or other disposition of the Collateral. Obligor, at Lender's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales at Borroweron Obligor's premises, at BorrowerObligor's expense, or elsewhere, on such occasion or occasions as Bank Lender may see fit. Any notice required to be given by Bank Lender of a sale sale, lease or other disposition or other intended action by Bank Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Obligor at the address specified in Section 13.1 11 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Obligor of any such action. The net proceeds realized by Bank Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankLender, in its sole discretion, elects, toward satisfaction of the Bank DVI Indebtedness. Bank Lender shall account to Borrower Obligor for any surplus realized upon such sale or other disposition, and Borrower Obligor 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 BankLender's security interest in the Collateral. Borrower Obligor agrees that Bank Lender has no obligation to preserve rights to the Collateral against any other parties. Bank Lender is hereby granted a license or other right to use, after an Event of Default, without charge, Obligor's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Obligor's rights under all contracts, licenses, leases and franchise agreements shall inure to Lender's benefit. Lender shall be under no obligation to xxxxxxxx any assets in favor of Borrower Obligor or any other party or against or in payment of any or all of the Bank DVI Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on Borrowers' premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Borrowers, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borrower's on Borrowers' premises, at Borrower's Borrowers' expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Borrowers at the address specified in Section 13.1 15.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtednessindebtedness. Bank shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 Bank's security interest in the Collateral. Borrower agrees Borrowers agree that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, Borrowers' labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrowers' rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower Borrowers or any other party parry or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on any Obligor's premises or otherwise or to be removed and stored at premises owned by other persons, at Obligors' expense, pending sale or other disposition of the Collateral. Obligors, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borroweron any Obligor's premises, at Borrowerany Obligor's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Obligors at the address specified in Section 13.1 SECTION 14 below, at least five (5) business days Business Days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Obligors of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Obligors for any surplus realized upon such sale or other disposition, and Borrower Obligors 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 Bank's security interest in the Collateral. Borrower agrees Obligors agree that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, any Obligor's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Obligors' rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any marsxxxx xxx assets in favor of Borrower any Obligor or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Lender after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank DVI Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank The Lender may cause the Collateral to remain on Borrower's or Guarantor'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. Borrower or Guarantor, at Lender's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales at on Borrower's or Guarantor's premises, at Borrower's or Guarantor's expense, or elsewhere, on such occasion or occasions as Bank Lender may see fit. Any notice required to be given by Bank Lender of a sale sale, lease or other disposition or other intended action by Bank Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower and Guarantor at the address specified in Section 13.1 9.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender in connection therewith and all other costs and expenses related thereto including reasonable attorney fees, shall be applied in such order as BankLender, in its sole discretion, elects, toward satisfaction of the Bank DVI Indebtedness. Bank Lender shall account to Borrower and Guarantor for any surplus realized upon such sale or other disposition, and Borrower and Guarantor 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 BankLender's security interest in the Collateral. Borrower agrees and Guarantor agree that Bank Lender has no obligation to preserve rights to the Collateral against any other parties. Bank Lender is hereby granted a license or other right to use, after an Event of Default, without charge, Borrower's or Guarantor's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower's and Guarantor's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Lender's benefit. Lender shall be under no obligation to xxxxxxxx any assets in favor of Borrower or Guarantor or any other party or against or in payment of any or all of the Bank DVI Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may 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. Borrower, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 SECTION 14.1 below, at least five ten (510) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, upon the occurrence of an Event of Default, without charge, Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on Borrowers' premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Borrowers, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at on either Borrower's premises, at Borrower's Borrowers' expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Borrowers at the address specified in Section 13.1 SECTION 14.1 below, at least five ten (510) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 Bank's security interest in the Collateral. Each Borrower agrees that Bank has no obligation obligation, other than to act in a commercially reasonable manner, to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, each Borrower's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and each Borrower's rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx marshal any assets in favor of either Borrower or any other party or against or in payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Lender after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank Lender may cause the Collateral to remain on any Borrower's or any of its subsidiary's premises or otherwise or to be removed and stored at premises owned by other Persons, at each Borrower's expense, pending sale or other disposition of the Collateral. Each Borrower and each of its subsidiaries, at Lender's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales at on any Borrower's or any such subsidiary's premises, at such Borrower's expense, or elsewhere, on such occasion or occasions as Bank Lender may see fit. Any notice required to be given by Bank Lender of a sale sale, lease or other disposition or other intended action by Bank Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to any Borrower and Guarantor at the address specified in Section 13.1 13.5 below, at least ------------ five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to any Borrower of any such action. The net proceeds realized by Bank Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender in connection therewith and all other costs and expenses related thereto including reasonable attorney fees, shall be applied in such order as BankLender, in its sole discretion, elects, toward satisfaction of the Bank IndebtednessObligations. Bank Lender shall account to each Borrower for any surplus realized upon such sale or other disposition, and each Borrower and Guarantor 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 BankLender's security interest in the Collateral. Each Borrower and Guarantor agrees that Bank Lender has no obligation to preserve rights to the Collateral against any other parties. Bank Lender is hereby granted a license or other right to use, after an Event of Default, without charge, any Borrower's or any of its subsidiary's labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and any Borrower's and its subsidiaries' rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Lender's benefit. Lender shall be under no obligation to xxxxxxxx marshal any assets in favor of any Borrower or any Guarantor or any other party or against or in payment of any or all of the Bank IndebtednessObligations.

Sale or Other Disposition of Collateral. The sale sale, lease --------------------------------------- or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on any Obligor's premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Any Obligor at Bank's request, shall assemble the Collateral consisting of Inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borroweron any Obligor's premises, at Borrower's the Obligors' expense, or elsewhere, on such occasion or occasions as Bank may see fit. With respect to any Obligors' owned or leased premises, the Obligors hereby grant Bank a license, effective upon the occurrence of an Event of Default, and to the extent not prohibited by the terms of any applicable lease, to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank's rights or remedies provided herein, at law, in equity, or otherwise. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed given pursuant to Borrower at the address specified in Section 13.1 20 below, at least five (5) business days ---------- Business Days prior to such proposed action, shall constitute fair and reasonable notice to Borrower the Obligors of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank IndebtednessObligations. Bank shall account to Borrower the Obligors for any surplus realized upon such sale or other disposition, and Borrower the Obligors 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 Bank's security interest Lien in the Collateral. Borrower agrees The Obligors agree that Bank has no obligation to preserve rights to the Collateral against any other partiesparties or to clean-up or otherwise prepare any of the Collateral for sale. If Bank sells any of the Collateral upon credit, the Obligors will be credited only with payments actually made by or on behalf of the purchaser, received by Bask and applied to the indebtedness owed by such purchaser to Bank. If the purchaser fails to pay for any of the Collateral, Bank may resell the Collateral. Bank will not be considered to have offered to retain the Collateral in satisfaction of the Obligations, unless Bank has entered into a written agreement with the Obligors to that effect. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, any Obligor's labels, General Intangibles, intellectual property, Equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 Inventory or other Collateral and any Obligor's rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx any assets in favor of Borrower any Obligor or any other party or against or in payment of any or all of the Bank IndebtednessObligations.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Agent after an Event of Default may be for cash, credit or any combination thereof, and Bank Agent, for itself and on behalf of the Lenders, 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, may set-off the amount of such purchase price against the Bank Lender Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank Agent may 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. Borrower, at Agent’s request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Agent at a place to be designated by Agent. Agent shall have the right to conduct such sales at on Borrower's ’s premises, at Borrower's ’s expense, or elsewhere, on such occasion or occasions as Bank Agent may see fit. Any notice required to be given by Bank Agent of a sale sale, lease or other disposition or other intended action by Bank Agent with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 13.1 11.1 below, at least five ten (510) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank Agent upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender Parties in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankAgent, in its sole discretion, elects, toward satisfaction of the Bank Lender Indebtedness. Bank Agent 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 Bank's Agent’s security interest in the Collateral. Borrower agrees that Bank has Lender Parties have no obligation to preserve rights to the Collateral against any other parties. Bank Agent is hereby granted a license or other right to use, after an Event of Default, without charge, Borrower’s labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrower’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Lender Parties’ benefit. Lender Parties shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank Lender Indebtedness.

Sale or Other Disposition of Collateral. The sale or other --------------------------------------- disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank shall have the right to conduct such sales at Borrower's premises, at Borrower's expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section SECTION 13.1 below, at least five (5) ------------ business days prior to such proposed action, shall constitute constitute, fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of holding, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank 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 Bank's security interest in the Collateral. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank shall be under no obligation to xxxxxxxx marshall any assets in favor of Borrower or any other party or against or in againxx xx xx payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. The Bank may cause the Collateral to remain on Borrowers' premises or otherwise or to be removed and stored at premises owned by other persons, at Borrowers' expense, pending sale or other disposition of the Collateral. Borrowers, at Bank's request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borrower's on Borrowers' premises, at Borrower's Borrowers' expense, or elsewhere, on such occasion or occasions as Bank may see fit. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower Borrowers at the address specified in Section 13.1 15.1 below, at least five (5) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower Borrowers of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank Indebtedness. Bank shall account to Borrower Borrowers for any surplus realized upon such sale or other disposition, and Borrower Borrowers 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 Bank's security interest in the Collateral. Borrower agrees Borrowers agree that Bank has no obligation to preserve rights to the Collateral against any other parties. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, Borrowers' labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and Borrowers' rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Bank's benefit. Bank shall be under no obligation to xxxxxxxx marshall any assets in favor of Borrower Borrowers or any other party or against or in againxx xx xx payment of any or all of the Bank Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank may cause the Collateral to remain on any Obligor’s premises or otherwise or to be removed and stored at premises owned by other persons, at Obligors’ expense, pending sale or other disposition of the Collateral. Any Obligor at Bank’s request, shall assemble the Collateral consisting of Inventory and tangible assets and make such assets available to Bank at a place to be designated by Bank. Bank shall have the right to conduct such sales at Borrower's on any Obligor’s premises, at Borrower's Obligors’ expense, or elsewhere, on such occasion or occasions as Bank may see fit. With respect to any Obligor’s owned or leased premises, Obligors hereby grant Bank a license, effective upon the occurrence of an Event of Default, and to the extent not prohibited by the terms of any applicable lease, to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise. Any notice required to be given by Bank of a sale sale, lease or other disposition or other intended action by Bank with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed given pursuant to Borrower at the address specified in Section 13.1 18 below, at least five (5) business days Business Days prior to such proposed action, shall constitute fair and reasonable notice to Borrower the Obligors of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as Bank, in its sole discretion, elects, toward satisfaction of the Bank IndebtednessObligations in accordance with Section 16.3. Bank shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower the Obligors 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 Bank's security interest ’s Lien in the Collateral. Borrower agrees The Obligors agree that Bank has no obligation to preserve rights to the Collateral against any other partiesparties or to clean-up or otherwise prepare any of the Collateral for sale. If Bank sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by or on behalf of the purchaser, received by Bank and applied to the indebtedness owed by such purchaser to Bank. If the purchaser fails to pay for any of the Collateral, Bank may resell the Collateral. Bank will not be considered to have offered to retain the Collateral in satisfaction of the Obligations, unless Bank has entered into a written agreement with the Obligors to that effect. Bank is hereby granted a license or other right to use, after an Event of Default, without charge, any Obligor’s labels, General Intangibles, intellectual property, Equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 Inventory or other Collateral and any Obligor’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to Bank’s benefit. Bank shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower any Obligor or any other party or against or in payment of any or all of the Bank IndebtednessObligations.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Agent after an Event of Default may be for cash, credit or any combination thereof, and Bank Agent, for itself and on behalf of the Lenders, 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, may set-off the amount of such purchase price against the Bank Lender Indebtedness then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank Agent may cause the Collateral to remain on the Company’s premises or otherwise or to be removed and stored at premises owned by other persons, at the Company’s expense, pending sale or other disposition of the Collateral. The Company, at Agent’s request, shall assemble the Collateral consisting of inventory and tangible assets and make such assets available to Agent at a place to be designated by Agent. Agent shall have the right to conduct such sales at Borrower's on the Company’s premises, at Borrower's the Company’s expense, or elsewhere, on such occasion or occasions as Bank Agent may see fit. Any notice required to be given by Bank Agent of a sale sale, lease or other disposition or other intended action by Bank Agent with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed to Borrower the Company at the address specified in Section 13.1 11.1 below, at least five ten (510) business days prior to such proposed action, shall constitute fair and reasonable notice to Borrower the Company of any such action. The net proceeds realized by Bank Agent upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender Parties in connection therewith and all other costs and expenses related thereto including attorney fees, shall be applied in such order as BankAgent, in its sole discretion, elects, toward satisfaction of the Bank Lender Indebtedness. Bank Agent shall account to Borrower the Company for any surplus realized upon such sale or other disposition, and Borrower the Company 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 Bank's Agent’s security interest in the Collateral. Borrower The Company agrees that Bank has Lender Parties have no obligation to preserve rights to the Collateral against any other parties. Bank Agent is hereby granted a license or other right to use, after an Event of Default, without charge, the Company’s labels, general intangibles, intellectual property, equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 inventory or other Collateral and the Company’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements shall inure to Lender Parties’ benefit. Lender Parties shall be under no obligation to xxxxxxxx marshal any assets in favor of Borrower the Company or any other party or against or in payment of any or all of the Bank Lender Indebtedness.

Sale or Other Disposition of Collateral. The sale sale, lease or other disposition of the Collateral, or any part thereof, by Bank Lender after an Event of Default may be for cash, credit or any combination thereof, and Bank 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, may set-off the amount of such purchase price against the Bank Indebtedness Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Bank Lender may 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. Borrower at Lender’s request, shall assemble the Collateral consisting of Inventory and tangible assets and make such assets available to Lender at a place to be designated by Lender. Lender shall have the right to conduct such sales at on Borrower's ’s premises, at Borrower's ’s expense, or elsewhere, on such occasion or occasions as Bank Lender may see fit. With respect to Borrower’s owned or leased premises, Borrower hereby grants Lender a license, effective upon the occurrence of an Event of Default, and to the extent not prohibited by the terms of any applicable lease, to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or remedies provided herein, at law, in equity, or otherwise. Any notice required to be given by Bank Lender of a sale sale, lease or other disposition or other intended action by Bank Lender with respect to any of the Collateral which is deposited in the United States mail, postage prepaid and duly addressed given pursuant to Borrower at the address specified in Section 13.1 20 below, at least five (5) business days Business Days prior to such proposed action, shall constitute fair and reasonable notice to the Borrower of any such action. The net proceeds realized by Bank Lender upon any such sale or other disposition, after deduction for the expenses of retaking, holding, storing, transporting, preparing for sale, selling or otherwise disposing of the Collateral incurred by Bank Lender in connection therewith and all other costs and expenses related thereto including attorney attorneys’ fees, shall be applied in such order as BankLender, in its sole discretion, elects, toward satisfaction of the Bank IndebtednessObligations. Bank Lender shall account to Borrower for any surplus realized upon such sale or other disposition, and the 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 Bank's security interest Lender’s Lien in the Collateral. The Borrower agrees that Bank Lender has no obligation to preserve rights to the Collateral against any other partiesparties or to clean-up or otherwise prepare any of the Collateral for sale. Bank If Lender sells any of the Collateral upon credit, Borrower shall be credited only with payments actually made by or on behalf of the purchaser, received by Lender and applied to the indebtedness owed by such purchaser to Lender. If the purchaser fails to pay for any of the Collateral, Lender may resell the Collateral. Lender shall not be considered to have offered to retain the Collateral in satisfaction of the Obligations, unless Lender has entered into a written agreement with the Borrower to that effect. Lender is hereby granted a license or other right to use, after an Event of Default, without charge, Borrower’s labels, General Intangibles, intellectual property, Equipment, real estate, patents, copyrights, rights of use of any name, trade secrets, trade names, 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 Inventory or other Collateral and Borrower’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to Lender’s benefit. Lender shall be under no obligation to xxxxxxxx any assets in favor of Borrower or any other party or against or in payment of any or all of the Bank IndebtednessObligations.