Common use of SECURED PARTY RIGHTS Clause in Contracts

SECURED PARTY RIGHTS. Upon an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafter: 17.3.8.1. Administrative Agent may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose of the advertising for sale, further manufacture, selling, or otherwise realizing upon any of the Collateral securing the obligations of Borrower to Lender, to the extent Administrative Agent has not foreclosed upon its Security Interest in the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders therefor, any of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights therein, and all of Borrower's rights under license, franchise and similar agreements shall inure to Lenders' benefit.

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.1. Administrative Collateral Agent may (and at the direction of Required Lenders shall) exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.2. Administrative Collateral Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Collateral Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Collateral Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower Reseller agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with Reseller agrees that the private sale of Inventory by CPC to a person who is liable to CPC under a Vendor Agreement shall not be deemed to be a transfer subject to UCC §9-618(a) or any similar provision of any other Law, and for Reseller waive any provision of such laws to that effect. Reseller agrees that the sole purpose repurchase of Inventory by a Vendor pursuant to a Vendor Agreement shall be deemed a commercially reasonable disposition under the advertising for saleUCC. Alternatively, further manufactureif Collateral Agent conducts a private sale of any Collateral by requesting bids from 5 or more dealers, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Collateral Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent Administrative Agent has not foreclosed upon its Security Interest in bidder submitting the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders highest cash bid therefor, any which occurs within 120 days of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates the later to occur of authority, advertising materials(a) Collateral Agent’s taking possession and control of such Collateral, or (b) Collateral Agent’s being otherwise authorized or permitted to sell such Collateral, is a commercially reasonable disposition of such Collateral under the UCC. Reseller further agrees that 10 or more days’ prior written notice will be commercially reasonable notice of any public or private sale. Reseller agrees that the purchase of Borrower's or any other Covered Person's other properties or interests Collateral by a Vendor, as provided in properties any Vendor Agreement, is a commercially reasonable disposition and private sale of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Reseller irrevocably waive any requirement that Collateral Agent retains possession and not dispose of Borrower's rights under licenseany Collateral until after a trial or final judgment. If Collateral Agent disposes of any such Collateral other than as herein contemplated, franchise and similar agreements shall inure to Lenders' benefitthe commercial reasonableness of such disposition will be determined in accordance with the laws of the State governing this Agreement.

SECURED PARTY RIGHTS. Upon an the occurrence and during the continuance of any Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.115.3.11.1. Administrative Agent and/or the Lenders may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.215.3.11.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any Lender may become the purchaser at any such sale if permissible under applicable Law, and Administrative Agent or such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Administrative Agent or Lender, and Borrower agrees that Administrative Agent or such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose of the advertising for sale, further manufacture, selling, or otherwise realizing upon any of the Collateral securing the obligations of Borrower to LenderCollateral, to the extent Administrative Agent has not foreclosed upon its Security Interest in the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders therefor, any of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights therein, and all of Borrower's and each other Covered Person's rights under license, franchise and similar agreements shall inure to Lenders' benefit."

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.116.3.8.1. Administrative Agent may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.216.3.8.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose Borrower agrees that if Administrative Agent conducts a private sale of the advertising for saleany Collateral by requesting bids from 5 or more dealers, further manufacture, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Administrative Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent bidder submitting the highest cash bid therefor, which occurs within 120 days of the later to occur of (a) Administrative Agent has not foreclosed upon its Security Interest in the followingtaking possession and control of such Collateral, or (b) Administrative Agent may use and being otherwise authorized or permitted to sell such Collateral, is hereby granted a license to usecommercially reasonable sale of such Collateral under the UCC. Borrower further agrees that 10 (ten) or more days prior written notice will be commercially reasonable notice of any public or private sale. Borrower agrees that the purchase of any Collateral by a Vendor, without charge or liability to as provided in any agreement between Administrative Agent and the Vendor or Lenders thereforCDF and Vender, any is a commercially reasonable disposition and private sale of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Borrower irrevocably waives any requirement that Administrative Agent retain possession and not dispose of Borrower's rights under licenseany Collateral until after an arbitration hearing, franchise and similar agreements shall inure to Lenders' benefitarbitration award, confirmation, trial or final judgment. If Administrative Agent disposes of any such Collateral other than as herein contemplated, the commercial reasonableness of such disposition will be determined in accordance with the laws of the state governing this Agreement.

SECURED PARTY RIGHTS. Upon an the occurrence and during the continuance of any Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.115.3.11.1. Administrative Agent and/or the Lenders may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.215.3.11.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any Lender may become the purchaser at any such sale if permissible under applicable Law, and Administrative Agent or such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Administrative Agent or Lender, and Borrower agrees that Administrative Agent or such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose of the advertising for sale, further manufactureprocessing, shipping, selling, or otherwise realizing upon any of the Collateral securing the obligations of Borrower to LenderCollateral, to the extent Administrative Agent has not foreclosed upon its Security Interest in the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders therefor, any of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights therein, and all of Borrower's and each other Covered Person's rights under license, franchise and similar agreements shall inure to Lenders' benefit.

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.1. Administrative Collateral Agent may (and at the direction of Required Lenders shall) exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.2. Administrative Collateral Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Collateral Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Collateral Agent deems advisable, for cash or credit. An Administrative Agent or any Lender Collateral Agent, on behalf of the Lenders, or a Lender, may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower Reseller agrees that such Lender Agent has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with Reseller agrees that the private sale of Inventory by CPC to a person who is liable to CPC under a Vendor Agreement shall not be deemed to be a transfer subject to UCC §9-618(a) or any similar provision of any other Law, and for Reseller waive any provision of such laws to that effect. Reseller agrees that the sole purpose repurchase of Inventory by a Vendor pursuant to a Vendor Agreement shall be deemed a commercially reasonable disposition under the advertising for saleUCC. Alternatively, further manufactureif Collateral Agent conducts a private sale of any Collateral by requesting bids from 5 or more dealers, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Collateral Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent Administrative Agent has not foreclosed upon its Security Interest in bidder submitting the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders highest cash bid therefor, any which occurs within 120 days of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates the later to occur of authority, advertising materials(a) Collateral Agent’s taking possession and control of such Collateral, or (b) Collateral Agent’s being otherwise authorized or permitted to sell such Collateral, is a commercially reasonable disposition of such Collateral under the UCC. Reseller further agrees that 10 or more days’ prior written notice will be commercially reasonable notice of any public or private sale. Reseller agrees that the purchase of Borrower's or any other Covered Person's other properties or interests Collateral by a Vendor, as provided in properties any Vendor Agreement, is a commercially reasonable disposition and private sale of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Reseller irrevocably waive any requirement that Collateral Agent retains possession and not dispose of Borrower's rights under licenseany Collateral until after a trial or final judgment. If Collateral Agent disposes of any such Collateral other than as herein contemplated, franchise and similar agreements shall inure to Lenders' benefitthe commercial reasonableness of such disposition will be determined in accordance with the laws of the State governing this Agreement.

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.116.3.8.1. Administrative Agent may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.216.3.8.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose Borrower agrees that if Administrative Agent conducts a private sale of the advertising for saleany Collateral by requesting bids from 5 or more dealers, further manufacture, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Administrative Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent bidder submitting the highest cash bid therefor, which occurs within 120 days of the later to occur of (a) Administrative Agent has not foreclosed upon its Security Interest in the followingtaking possession and control of such Collateral, or (b) Administrative Agent may use and being otherwise authorized or permitted to sell such Collateral, is hereby granted a license to usecommercially reasonable sale of such Collateral under the UCC. Borrower further agrees that 10 (ten) or more days prior written notice will be commercially reasonable notice of any public or private sale. Borrower agrees that the purchase of any Collateral by a Vendor, without charge or liability to as provided in any agreement between Administrative Agent and the Vendor or Lenders thereforGECDF and Vender, any is a commercially reasonable disposition and private sale of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Borrower irrevocably waives any requirement that Administrative Agent retain possession and not dispose of Borrower's rights under licenseany Collateral until after an arbitration hearing, franchise and similar agreements shall inure to Lenders' benefitarbitration award, confirmation, trial or final judgment. If Administrative Agent disposes of any such Collateral other than as herein contemplated, the commercial reasonableness of such disposition will be determined in accordance with the laws of the state governing this Agreement.

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.116.3.8.1. Administrative Agent may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.216.3.8.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose Borrower agrees that if Administrative Agent conducts a private sale of the advertising for saleany Collateral by requesting bids from 5 or more dealers, further manufacture, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Administrative Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent bidder submitting the highest cash bid therefor, which occurs within 120 days of the later to occur of (a) Administrative Agent has not foreclosed upon its Security Interest in the followingtaking possession and control of such Collateral, or (b) Administrative Agent may use and being otherwise authorized or permitted to sell such Collateral, is hereby granted a license to usecommercially reasonable sale of such Collateral under the UCC. Borrower further agrees that 10 (ten) or more days prior written notice will be commercially reasonable notice of any public or private sale. Borrower agrees that the purchase of any Collateral by a Vendor, without charge or liability to as provided in any agreement between Administrative Agent and the Vendor or Lenders thereforDFS and Vender, any is a commercially reasonable disposition and private sale of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Borrower irrevocably waives any requirement that Administrative Agent retain possession and not dispose of Borrower's rights under licenseany Collateral until after an arbitration hearing, franchise and similar agreements shall inure to Lenders' benefitarbitration award, confirmation, trial or final judgment. If Administrative Agent disposes of any such Collateral other than as herein contemplated, the commercial reasonableness of such disposition will be determined in accordance with the laws of the state governing this Agreement.

SECURED PARTY RIGHTS. Upon an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterthereafter so long as any Unwaived Event of Default exists: 17.3.8.117.3.9.1. Administrative Agent may exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.217.3.9.2. Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff offset the amount thereof against Borrower's obligations owing to Lender, and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose of the advertising for sale, further manufacture, selling, or otherwise realizing upon any of the Collateral securing the obligations of Borrower to Lender, to the extent Administrative Agent has not foreclosed upon its Security Interest in the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders therefor, any of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights therein, and all of Borrower's rights under license, franchise and similar agreements shall inure to Lenders' benefit.

SECURED PARTY RIGHTS. Upon an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafter: 17.3.8.1. Administrative Agent a) Lender may exercise any or all of its rights under the Security Documents Documents, as a secured party under the UCC and any other applicable Law; and 17.3.8.2. Administrative Agent b) Lender may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent Lender may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent Lender deems advisable, for cash or credit. Administrative Agent or any ; provided, however, that Lender may become the purchaser at any such sale if permissible under applicable Law, Law and such Lender may, in lieu of actual payment of the purchase price, setoff offset the amount thereof against Borrower's obligations owing to Lender, ; and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. ; In connection with and for the sole purpose of the advertising for sale, further manufacture, selling, selling or otherwise realizing upon any of the Collateral securing the obligations of Borrower to Lender, to the extent Administrative Agent has not foreclosed upon its Security Interest in the following, Administrative Agent Lender may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders Lender therefor, any of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights therein, and all of Borrower's rights under license, franchise and similar agreements shall inure to Lenders' Lender's benefit.

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafterDefault: 17.3.8.1. Administrative Collateral Agent may (and at the direction of Required Lenders shall) exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.2. Administrative Collateral Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Collateral Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Collateral Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower Reseller agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with Reseller agrees that the private sale of Inventory by CPC to a person who is liable to CPC under a Vendor Agreement shall not be deemed to be a transfer subject to UCC §9-618(a) or any similar provision of any other Law, and for Reseller waive any provision of such laws to that effect. Reseller agrees that the sole purpose repurchase of Inventory by a Vendor pursuant to a Vendor Agreement shall be deemed a commercially reasonable disposition under the advertising for saleUCC. Alternatively, further manufactureif Collateral Agent conducts a private sale of any Collateral by requesting bids from 5 or more dealers, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Collateral Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent Administrative Agent has not foreclosed upon its Security Interest in bidder submitting the following, Administrative Agent may use and is hereby granted a license to use, without charge or liability to Administrative Agent or Lenders highest cash bid therefor, any which occurs within 120 days of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates the later to occur of (a) Collateral Agent’s taking possession and control of authority, advertising materialssuch Collateral, or (b) Collateral Agent’s being otherwise authorized or permitted to sell such Collateral, is a commercially reasonable disposition of such Collateral under the UCC. Reseller further agrees that 10 or more days’ prior written notice will be commercially reasonable notice of any public or private sale. Reseller agrees that the purchase of Borrower's or any other Covered Person's other properties or interests Collateral by a Vendor, as provided in properties any Vendor Agreement, is a commercially reasonable disposition and private sale of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Reseller irrevocably waive any requirement that Collateral Agent retains possession and not dispose of Borrower's rights under licenseany Collateral until after a trial or final judgment. If Collateral Agent disposes of any such Collateral other than as herein contemplated, franchise and similar agreements shall inure to Lenders' benefitthe commercial reasonableness of such disposition will be determined in accordance with the laws of the State governing this Agreement.

SECURED PARTY RIGHTS. Upon the occurrence and during the continuance of an Event of Default and acceleration of the Loan Obligations as provided herein, and at any time and from time to time thereafter: 17.3.8.1. Default: Administrative Agent may (and at the direction of the Required Lenders shall) exercise any or all of its rights under the Security Documents as a secured party under the UCC and any other applicable Law; and 17.3.8.2. and Administrative Agent may sell or otherwise dispose of any or all of the Collateral at public or private sale in a commercially reasonable manner, which sale Administrative Agent may postpone from time to time by announcement at the time and place of sale stated in the notice of sale or by announcement at any adjourned sale without being required to give a new notice of sale, all as Administrative Agent deems advisable, for cash or credit. Administrative Agent or any A Lender may become the purchaser at any such sale if permissible under applicable Law, and such Lender may, in lieu of actual payment of the purchase price, setoff the amount thereof against Borrower's obligations owing to Lender, and Borrower agrees that such Lender has no obligation to preserve rights to Collateral against prior parties or to marshal any Collateral for the benefit of any Person. In connection with and for the sole purpose Borrower agrees that if Administrative Agent conducts a private sale of the advertising for saleany Collateral by requesting bids from five or more dealers, further manufacture, sellingdistributors, or otherwise realizing upon lessors in that type of Collateral, any sale by Administrative Agent of the Collateral securing the obligations of Borrower to Lendersuch Collateral, in bulk or in parcels, to the extent bidder submitting the highest cash bid therefor, which occurs within 120 days of the later to occur of (a) Administrative Agent has not foreclosed upon its Security Interest in the followingtaking possession and control of such Collateral, or (b) Administrative Agent may use and being otherwise authorized or permitted to sell such Collateral, is hereby granted a license to usecommercially reasonable sale of such Collateral under the UCC. Borrower further agrees that 10 (ten) or more days prior written notice will be commercially reasonable notice of any public or private sale. Borrower agrees that the purchase of any Collateral by a Vendor, without charge or liability to as provided in any agreement between Administrative Agent and the Vendor or Lenders thereforGECDF and Vender, any is a commercially reasonable disposition and private sale of Borrower's or any other Covered Person's labels, trade names, trademarks, trade secrets, service marks, patents, patent applications, licenses, certificates of authority, advertising materials, or any of Borrower's or any other Covered Person's other properties or interests in properties of similar nature, to such Collateral under the extent that such use thereof is not prohibited by agreements under which Borrower or such other Covered Person has rights thereinUCC, and all no request for bids shall be required. Borrower irrevocably waives any requirement that Administrative Agent retain possession and not dispose of Borrower's rights under licenseany Collateral until after an arbitration hearing, franchise and similar agreements shall inure to Lenders' benefitarbitration award, confirmation, trial or final judgment. If Administrative Agent disposes of any such Collateral other than as herein contemplated, the commercial reasonableness of such disposition will be determined in accordance with the Laws of the State governing this Agreement.