Common use of Sales of Collateral Clause in Contracts

Sales of Collateral. Upon and during the continuance of an Event of Default, no demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor to the extent permitted by law, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, at least ten (10) days’ prior written notice of the time and the place of any public sale or of the time after which any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any nominee or designee thereof) may purchase any or all of the Collateral being sold, free and discharged from any trusts, claims, equity or right of redemption of the Pledgor, all of which are hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ and attorneys’ fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit Agreement.

Sales of Collateral. Upon and during the continuance of an (i) During a Continuing Event of Default, no the Administrative Agent may in its sole discretion, without demand of performance or other demand, presentment, protest, advertisement or noticenotice (except as specified in Section 6.2), all in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of which are hereby expressly waived by and deliver the Pledgor Collateral or any part thereof (or contract to do any of the foregoing). To the fullest extent permitted by lawapplicable Law, the Administrative Agent or any Lender or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof at any such sale and shall be required in connection with any sale entitled, for the purpose of bidding and making settlement or other disposition payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of the Collateral or any part thereof payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, at least ten (10) days’ prior written notice of the time and the place of any public sale or of the time after which any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonablewaives, all other demands, advertisements and notices being hereby waived to the fullest extent permitted by lawLaw, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any Law now or hereafter existing. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee The Administrative Agent shall not be obligated to make any sale of the Collateral if it shall determine not to do so, or any part thereof regardless of the fact that notice of sale may have having been given, and the Pledgee . The Administrative Agent may without notice or publication adjourn any such sale, whether public or private saleprivate, or cause the same to be adjourned from time to time by announcement prior to or at the time and place fixed therefor, and such sale may, without further noticenotice or publication, be made at the time and place to which the same it was so adjourned. Upon The Administrative Agent and each Lender shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any nominee or designee thereof) may purchase any or all of the Collateral being so sold, free and discharged from of any trusts, claims, right or equity or right of redemption of the Pledgor, all which right or equity of which are redemption is hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ and attorneys’ fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit Agreementreleased.

Sales of Collateral. Upon (i) Subject to Section 6.5, but without otherwise limiting the rights and remedies of a secured party on default under the UCC, during the continuance of an a Continuing Event of Default, no Administrative Agent may in its sole discretion, without demand of performance or other demand, presentment, protest, advertisement or noticenotice (except as specified in Section 6.2), all in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of which are hereby expressly waived by and deliver the Pledgor Collateral or any part thereof (or contract to do any of the foregoing). To the fullest extent permitted by lawapplicable Laws, the Administrative Agent or any other Lender or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof at any such sale and shall be required in connection with any sale entitled, for the purpose of bidding and making settlement or other disposition payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of the Collateral or any part thereof payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, at least ten (10) days’ prior written notice of the time and the place of any public sale or of the time after which any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonablewaives, all other demands, advertisements and notices being hereby waived to the fullest extent permitted by lawLaw, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee The Administrative Agent shall not be obligated to make any sale of the Collateral if it shall determine not to do so, or any part thereof regardless of the fact that notice of sale may have having been given; provided, that the Administrative Agent shall sell Collateral to the First Look Bidder if the requirements of Section 6.5 are satisfied. The Administrative Agent and each Lender shall have the Pledgee right to advise any potential bidder of the existence or potential existence of a First Look Bidder with respect to such sale. The Administrative Agent may without notice or publication adjourn any such sale, whether public or private saleprivate, or cause the same to be adjourned from time to time by announcement prior to or at the time and place fixed therefor, and such sale may, without further noticenotice or publication, be made at the time and place to which the same it was so adjourned. Upon each The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any nominee or designee thereof) may purchase any or all of the Collateral being so sold, free and discharged from of any trusts, claims, right or equity or right of redemption of the Pledgor, all which right or equity of which are redemption is hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ and attorneys’ fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit Agreementreleased.

Sales of Collateral. Upon and during Each purchaser at any sale pursuant to Section 7.2(b)(ii) above shall acquire the continuance property sold absolutely free from any claim or right on the part of an Event of Default, no demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor any Loan Party (but subject to the provisions of this Agreement), and each Loan Party hereby waives, to the fullest extent permitted by law, shall be required all rights of redemption, stay and/or appraisal which it now has or may at any time in connection with the future have under any sale rule of law or other disposition of all statute now existing or any part hereafter enacted. The Agent (acting at the direction of the CollateralRequisite Lenders) may adjourn any such sale, except that if notice shall whether public or private, or cause the same to be required adjourned from time to time by applicable law, the Pledgee shall give the Pledgor, announcement prior to or at least ten (10) days’ prior written notice of the time and the place of any public sale or of the time after which any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private salefixed therefor, and such sale may, without further noticenotice or publication, be made at the time and place to which the same it was so adjourned. Upon each private The net proceeds of any such sale will be applied as provided in Section 2.3(c). Each Loan Party agrees that, to the extent notice of sale shall be required by law, notice received at least ten (10) calendar days before the Collateral time of a type customarily sold in a recognized market and upon each any intended public sale, unless prohibited private sale or other disposition of Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. At any sale or disposition of Collateral, Agent may (to the extent permitted by any applicable statute which cannot be waived, the Pledgee (Applicable Law) purchase all or any nominee or designee thereof) may purchase any or all of the Collateral being sold, part thereof free and discharged from any trusts, claims, equity or right of redemption of the Pledgorby any Loan Party, all of which are right is hereby waived and released released, to the extent permitted by law. In dealing with or disposing of the Collateral or any part thereof, Agent shall not be required to give priority or preference to any item of Collateral or otherwise to marshal assets or to take possession or sell any Collateral with judicial process. To the extent permitted by Applicable Law, each of the Loan Parties waives all claims, damages and demands it may make payment therefor acquire against the Agent or any Lender arising out of the exercise by credit against the Agent of any of its rights and remedies hereunder. Each Loan Party hereby waives any claims against the Obligations in lieu of cash or any other obligations. In the case of all sales Agent arising by reason of the Collateralfact that the price at which any Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale, public or private, even if Agent accepts the Pledgor will pay all reasonable first offer received and documented out-of-pocket costs and expenses does not offer such Collateral to more than one offeree. The Borrower shall remain liable for any deficiency if the proceeds of every kind for any sale or delivery, including brokers’ other disposition of the Collateral are insufficient to pay the Secured Obligations and attorneys’ the reasonable fees and disbursements and of any tax imposed thereonattorneys employed by the Agent to collect such deficiency. However, the Any proceeds of any sale or other disposition of the Collateral that remain after the full and final payment of all the Secured Obligations shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue returned to the payment of the Obligations in the order of priority set forth in the Credit AgreementBorrower.

Sales of Collateral. Upon and during the continuance of an Event of Default, no No demand, advertisement or notice, all of which are the Pledgors hereby expressly waived by the Pledgor to the extent permitted by lawwaive, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, Pledgors at least ten (10) daysBusiness Days’ prior written notice of the time and the place of any public sale or of the time after which and the place where any private sale or other disposition is to be made, which notice the Pledgor Pledgors hereby agrees agree is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any its nominee or designee thereofdesignee) may purchase any or all of the Collateral being sold, free and discharged from any trusts, claims, equity or right of redemption of the any Pledgor, all of which are hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor Pledgors will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ and attorneys’ fees fees, at generally prevailing rates, and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply remit any residue to the Agent for application to the payment of the Obligations in the order of priority set forth in the Credit Agreement.

Sales of Collateral. Upon and during the continuance of an Event of Default, no No demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor to the extent permitted by lawPledgor, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, Pledgor at least ten (10) days’ ' prior written notice of the time and the place of any public sale or of the time after which when the place where any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other dispositionwaived. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any its nominee or designee thereofdesignee) may purchase any or all of the Collateral being sold, free and discharged from any trusts, claims, equity or right of redemption of the Pledgor, all of which are hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ ' and attorneys’ ' fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit AgreementObligations.

Sales of Collateral. Upon and during If notice prior to disposition of the continuance Collateral or any portion thereof is necessary under Applicable Law, written notice mailed to Client at least 10 days prior to the date of an Event of Default, no demand, advertisement or such disposition will constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, Factor may sell such Collateral on such terms and to such purchaser as Factor in its absolute discretion may choose, without assuming any Credit Risk and without any obligation to advertise or give notice of any kind other than that necessary under Applicable Law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by Applicable Law, Factor may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of which are hereby expressly waived by the Pledgor Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by lawApplicable Law, shall be required in connection Client waives all claims, damages and demands it may acquire against Factor arising out of the exercise by it of any rights hereunder. Client hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any sale other security for the Obligations or other disposition of otherwise. At any such sale, unless prohibited by Applicable Law, Factor or any custodian may bid for and purchase all or any part of the Collateral, except that if notice Collateral so sold free from any such right or equity of redemption. Neither Factor nor any custodian shall be required by applicable law, the Pledgee shall give the Pledgor, at least ten (10) days’ prior written notice of the time and the place of any public sale liable for failure to collect or of the time after which any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and realize upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any nominee or designee thereof) may purchase any or all of the Collateral being soldor for any delay in so doing, free and discharged from nor shall it be under any trusts, claims, equity or right of redemption of the Pledgor, all of which are hereby waived and released obligation to the extent permitted by law, and may make payment therefor by credit against take any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ and attorneys’ fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit Agreementaction whatsoever with regard thereto.

Sales of Collateral. Upon and during the continuance of an Event of Default, no No demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor to the extent permitted by lawPledgor, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, Pledgor at least ten (10) days’ ' prior written notice of the time and the place of any public sale or of the time after which and the place where any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other dispositionwaived. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any its nominee or designee thereofdesignee) may purchase any or all of the Collateral being sold, free and discharged from any trusts, claims, equity or right of redemption of the Pledgor, all of which are hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ ' and reasonable attorneys’ ' fees and disbursements disburse- 0147311.05-01S4a 10 ments and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority as set forth in the Mortgage and the Credit Agreement.

Sales of Collateral. Upon and during the continuance of an Event of Default, no No demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor to the extent permitted by lawPledgor, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, Pledgor at least ten (10) days’ ' prior written notice of the time and the place of any public sale or of the time after which and the place where any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other dispositionwaived. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any its nominee or designee thereofdesignee) may purchase any or all of the Collateral being sold, free and clear of and discharged from any trusts, claims, equity or right of redemption of the Pledgor, Pledgor all of which are hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including including, without limitation, brokers’ ' and reasonable attorneys’ ' fees and disbursements and any stamp, transfer or other tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit AgreementObligations.

Sales of Collateral. Upon and during the continuance of an Event of Default, no No demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor to the extent permitted by lawPledgors, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, Pledgors at least ten (10) days’ ' prior written notice of the time and the place of any public sale or of the time after which and the place where any private sale or other disposition is to be made, which notice the Pledgor Pledgors hereby agrees agree is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other dispositionwaived. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any its nominee or designee thereofdesignee) may purchase any or all of the Collateral being sold, free and clear of and discharged from any trusts, claims, equity or right of redemption of the Pledgor, any Pledgor all of which are hereby waived and released to the extent permitted by law, and may make payment therefor there for by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor Pledgors will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including including, without limitation, brokers’ ' and reason able attorneys’ ' fees and disbursements and any stamp, transfer or other tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit AgreementObligations.

Sales of Collateral. Upon and during If notice prior to disposition of the continuance Collateral or any portion thereof is necessary under applicable law, written notice mailed to Borrower 10 days prior to the date of an Event of Default, no demand, advertisement or such disposition will constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, Lender may sell such Collateral on such terms and to such purchaser as Lender in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, Lender may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of which are hereby expressly waived by the Pledgor Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, shall be required in connection Borrower waives all claims, damages and demands it may acquire against Lender arising out of the exercise by it of any rights hereunder. Borrower hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any sale other security for the Obligations or other disposition of otherwise. At any such sale, unless prohibited by applicable law, Lender or any custodian may bid for and purchase all or any part of the Collateral, except that if notice Collateral so sold free from any such right or equity of redemption. Neither Lender nor any custodian shall be required by applicable law, the Pledgee shall give the Pledgor, at least ten (10) days’ prior written notice of the time and the place of any public sale liable for failure to collect or of the time after which any private sale or other disposition is to be made, which notice the Pledgor hereby agrees is commercially reasonable, all other demands, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other disposition. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and realize upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any nominee or designee thereof) may purchase any or all of the Collateral being soldor for any delay in so doing, free and discharged from nor shall it be under any trusts, claims, equity or right of redemption of the Pledgor, all of which are hereby waived and released obligation to the extent permitted by law, and may make payment therefor by credit against take any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ and attorneys’ fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority set forth in the Credit Agreementaction whatsoever with regard thereto.

Sales of Collateral. Upon and during the continuance of an Event of Default, no No demand, advertisement or notice, all of which are hereby expressly waived by the Pledgor to the extent permitted by lawPledgors, shall be required in connection with any sale or other disposition of all or any part of the Collateral, except that if notice shall be required by applicable law, the Pledgee shall give the Pledgor, Pledgors at least ten (10) days’ ' prior written notice of the time and the place of any public sale or of the time after which and the place where any private sale or other disposition is to be made, which notice the Pledgor Pledgors hereby agrees agree is commercially reasonable, all other demandsmeans, advertisements and notices being hereby waived to the extent permitted by law. In connection with any sale or other disposition of all or any part of the Collateral, the Pledgee may comply with any applicable state or federal law requirements and/or disclaim warranties of title, possession, quiet enjoyment or the like without affecting the commercial reasonableness of such sale or other dispositionwaived. To the extent permitted by law, the Pledgee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given, and the Pledgee may without notice or publication adjourn any public or private sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each private sale of the Collateral of a type customarily sold in a recognized market and upon each public sale, unless prohibited by any applicable statute which cannot be waived, the Pledgee (or any its nominee or designee thereofdesignee) may purchase any or all of the Collateral being sold, free and discharged from any trusts, claims, equity or right of redemption of the PledgorPledgors, all of which are hereby waived and released to the extent permitted by law, and may make payment therefor by credit against any of the Obligations in lieu of cash or any other obligations. In the case of all sales of the Collateral, public or private, the Pledgor Pledgors will pay all reasonable and documented out-of-pocket costs and expenses of every kind for sale or delivery, including brokers’ ' and reasonable attorneys’ ' fees and disbursements and any tax imposed thereon. However, the proceeds of sale of Collateral shall be available to cover such costs and expenses, and, after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in the order of priority as set forth in the Credit Agreement.