Common use of Disposition of the Collateral Clause in Contracts

Disposition of the Collateral. If an Event of Default shall occur and be continuing, the Secured Party may sell, assign, lease, give an option or options to purchase, or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety, and, to the extent permitted by applicable law, without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times and upon such terms and conditions and at such price as may be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party or after any overhaul or repair which may be commercially reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than ten days’ written notice to Debtor specifying the time after which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale shall be made upon not less than ten days’ written notice to Debtor (which Debtor agrees to be commercially reasonable) specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the option or the Secured Party, be subject to reserve), after publication of commercially reasonable notice of such auction. To the extent permitted by applicable law, the Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Debtor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market only such notice as shall be reasonably practicable shall be required.

Disposition of the Collateral. If Upon the occurrence and continuance of an Event of Default shall occur Default, any Collateral repossessed by the Administrative Agent under or pursuant to Section 8.01 and any other Collateral whether or not so repossessed by the Administrative Agent, may be continuingsold, the Secured Party may sellassigned, assign, lease, give an option or options to purchase, leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such price as may the Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party Administrative Agent or after any overhaul or repair which may the Administrative Agent shall determine to be commercially reasonable. Any Except in the case of any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, (i) in the case of any such disposition which shall be a private sale or other private proceeding proceedings permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to Debtor such Grantor specifying the time after at which such disposition is to be made and the intended sale price or other consideration therefor. Any , and shall be subject, for the ten days after the giving of such notice, to the right of the relevant Grantor or any nominee of the relevant Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, and (ii) in the case of any such disposition which shall be a public sale permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to Debtor (which Debtor agrees to be commercially reasonable) the relevant Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrarylaw, shall be by public auction (which may, at the option or the Secured PartyAdministrative Agent’s sole option, be subject to reserve), after publication of commercially reasonable notice of such auctionauction not less than ten days prior thereto in two newspapers in general circulation in the city where such Collateral is located. To the extent permitted by applicable any such requirement of law, the Administrative Agent on behalf of the Secured Party Creditors (or certain of them) may bid for and become the purchaser (by bidding in Secured Obligations or otherwise) of the Collateral or any item thereof, thereof offered for sale in accordance with this Section without accountability to Debtor the relevant Grantor (except to the extent of surplus money received) received as provided belowin Section 8.05). In Unless so obligated under mandatory requirements of applicable law, the payment Administrative Agent shall not be required to make disposition of the purchase price Collateral within a period of time which does not permit the Collateral, the purchaser shall be entitled to have credit on account giving of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up notice to the amount which would, upon distribution of Grantor as hereinabove specified. The Administrative Agent need give the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market relevant Grantor only such notice of disposition as the Administrative Agent shall deem to be reasonably practicable shall be requiredin view of such mandatory requirements of applicable law.

Disposition of the Collateral. If an Event of Default shall occur and be continuing, the Secured Party may sell, assign, lease, give an option or options to purchase, or otherwise dispose of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety, and, to the extent permitted by applicable law, without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times and upon such terms and conditions and at such price as may be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party or after any overhaul or repair which may be commercially reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than ten days’ ' written notice to Debtor specifying the time after which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale shall be made upon not less than ten days’ ' written notice to Debtor (which Debtor agrees to be commercially reasonable) specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the option or the Secured Party, be subject to reserve), after publication of commercially reasonable notice of such auction. To the extent permitted by applicable law, the Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Debtor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market only such notice as shall be reasonably practicable shall be required.

Disposition of the Collateral. If Upon the occurrence and continuance of an Event of Default shall occur and be continuingDefault, any Collateral repossessed by the Secured Party under or pursuant to Section 7.01 and any other Collateral whether or not so repossessed by the Secured Party, may sellbe sold, assignassigned, lease, give an option or options to purchase, leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such price as may the Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party or after any overhaul or repair which may the Secured Party shall determine to be commercially reasonable. Any Except in the case of any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, (i) in the case of any such disposition which shall be a private sale or other private proceeding proceedings permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to Debtor the Borrower specifying the time after at which such disposition is to be made and the intended sale price or other consideration therefor. Any , and shall be subject, for the ten days after the giving of such notice, to the right of the Borrower or any nominee of the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, and (ii) in the case of any such disposition which shall be a public sale permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to Debtor (which Debtor agrees to be commercially reasonable) the Borrower specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrarylaw, shall be by public auction (which may, at the option or the Secured Party’s sole option, be subject to reserve), after publication of commercially reasonable notice of such auctionauction not less than ten days prior thereto in two newspapers in general circulation in the city where such Collateral is located. To the extent permitted by applicable any such requirement of law, the Secured Party may bid for and become the purchaser (by bidding in Secured Obligations or otherwise) of the Collateral or any item thereof, thereof offered for sale in accordance with this Section without accountability to Debtor the Borrower (except to the extent of surplus money received) received as provided belowin Section 7.05). In Unless so obligated under mandatory requirements of applicable law, the payment Secured Party shall not be required to make disposition of the purchase price Collateral within a period of time which does not permit the Collateral, the purchaser shall be entitled to have credit on account giving of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up notice to the amount which would, upon distribution of Borrower as hereinabove specified. The Secured Party need give the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market Borrower only such notice of disposition as the Secured Party shall deem to be reasonably practicable shall be requiredin view of such mandatory requirements of applicable law.

Disposition of the Collateral. If Upon the occurrence and during the continuance of an Event of Default shall occur Default, any Collateral repossessed by the Administrative Agent under or pursuant to Section 8.01 and any other Collateral whether or not so repossessed by the Administrative Agent, may be continuingsold, the Secured Party may sellassigned, assign, lease, give an option or options to purchase, leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such price as may the Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party Administrative Agent or after any overhaul or repair which may the Administrative Agent shall determine to be commercially reasonable. Any Except in the case of any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, (a) in the case of any such disposition which shall be a private sale or other private proceeding proceedings permitted by such requirements, such sale shall be made upon not less than ten (10) days’ written notice to Debtor such Grantor specifying the time after at which such disposition is to be made and the intended sale price or other consideration therefor. Any , and shall be subject, for the ten (10) days after the giving of such notice, to the right of the relevant Grantor or any nominee of the relevant Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, and (b) in the case of any such disposition which shall be a public sale permitted by such requirements, such sale shall be made upon not less than ten (10) days’ written notice to Debtor (which Debtor agrees to be commercially reasonable) the relevant Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrarylaw, shall be by public auction (which may, at the option or the Secured PartyAdministrative Agent’s sole option, be subject to reserve), after publication of commercially reasonable notice of such auctionauction not less than ten (10) days prior thereto in two newspapers in general circulation in the city where such Collateral is located. To the extent permitted by applicable any such requirement of law, the Administrative Agent on behalf of the Secured Party Creditors (or certain of them) may bid for and become the purchaser (by bidding in Secured Obligations or otherwise) of the Collateral or any item thereof, thereof offered for sale in accordance with this Section without accountability to Debtor the relevant Grantor (except to the extent of surplus money received) received as provided belowin Section 8.05). In Unless so obligated under mandatory requirements of applicable law, the payment Administrative Agent shall not make dispositions of the purchase price Collateral within a period of time which does not permit the Collateral, the purchaser shall be entitled to have credit on account giving of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up notice to the amount which would, upon distribution of Grantor as hereinabove specified. The Administrative Agent need give the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market relevant Grantor only such notice of disposition as the Administrative Agent shall deem to be reasonably practicable shall be requiredin view of such mandatory requirements of applicable law.

Disposition of the Collateral. If an Event Any Collateral repossessed by the Agent under or pursuant to subsection (a) above and any other Collateral (and the proceeds of Default all such Collateral) whether or not so repossessed by the Agent, shall occur be applied against the Obligations first, to the costs and be continuingexpenses incurred by the Agent in connection with any such disposition, second, ratably, to the Secured Party may sellaccrued and unpaid interest thereon, assignuntil paid in full, leasethird, give an option or options ratably, to purchasethe unpaid principal balance thereof, until paid in full, and finally, to the Borrower, or as a court of competent jurisdiction may otherwise dispose direct. All Collateral may be sold, assigned, leased or otherwise disposed of in any manner permitted under the Collateral (or contract to do any of the foregoing) Uniform Commercial Code, under one or more contracts or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such price as may the Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party Agent or after any overhaul or repair which may the Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceeding proceedings permitted by such requirements shall be made upon not less than ten 20 days’ ' written notice to Debtor the Borrower specifying the time after at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 20 days after the giving of such notice, to the right of the Borrower or any nominee of the Borrower to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten 20 days’ ' written notice to Debtor (which Debtor agrees to be commercially reasonable) the Borrower specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrarylaw, shall be by public auction (which may, at the option or of the Secured PartyAgent, be subject to reserve), after publication of commercially reasonable notice of such auctionauction not less than 20 days prior thereto in two newspapers in general circulation in the City of New York, as the Agent may determine. To the extent permitted by applicable any such requirement of law, the Secured Party Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without Section, but with accountability to Debtor (except to the extent of surplus money received) as provided below. In the payment of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market only such notice as shall be reasonably practicable shall be requiredBorrower.

Disposition of the Collateral. If an After the occurrence and during the continuance of any Event of Default shall occur and be continuingDefault, the Secured Party Lender may sell, assign, lease, give an option or options to purchase, purchase or otherwise dispose of all or any part of the Collateral (or contract to do any of the foregoing) under one or more contracts contracts, agreements or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place location of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party for, Lender at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party Lender or elsewhere other location and in general in such manner, at such time or times and upon such terms and conditions and at such price as Lender may be consider commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, assigned or options or contracts entered to do so, or otherwise disposed of, in the condition in which the same such Collateral existed when taken by the Secured Party Lender or after any overhaul or repair which may Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than ten days’ (10) Business Days advance written notice to Debtor specifying Borrower describing the time after which such disposition is to be made and the intended sale price or other consideration thereformade. Any such disposition which shall be a public sale shall be made upon not less than ten days’ (10) Business Days advance written notice to Debtor Borrower (which Debtor Borrower hereby acknowledges and agrees to be commercially reasonable) specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the option or the Secured Party, be subject to reserve)auction, after publication of commercially reasonable notice of such auctionauction not less than ten (10) Business Days prior thereto in a newspaper of general circulation in Chicago, Illinois. To the fullest extent permitted by applicable law, the Secured Party Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Debtor Borrower (except to the extent of surplus money received) as provided below). In Lender may restrict the payment number of prospective bidders or purchasers, and require such bidders or purchasers to have certain qualifications. Notwithstanding anything to the contrary contained in this Agreement, if all or any part of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market only such notice as shall be reasonably practicable shall be required.

Disposition of the Collateral. If Upon the occurrence and continuance of an Event of Default shall occur Default, any Collateral repossessed by the Administrative Agent under or pursuant to Section 8.1 and any other Collateral whether or not so repossessed by the Administrative Agent, may be continuingsold, the Secured Party may sellassigned, assign, lease, give an option or options to purchase, leased or otherwise dispose disposed of the Collateral (or contract to do any of the foregoing) under one or more contracts or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place of sale of the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for the Secured Party at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party or elsewhere and in general in such manner, at such time or times times, at such place or places and upon on such terms and conditions and at such price as may the Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, or options or contracts entered to do so, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party Administrative Agent or after any overhaul or repair which may the Administrative Agent shall determine to be commercially reasonable. Any Except in the case of any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, (i) in the case of any such disposition which shall be a private sale or other private proceeding proceedings permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to Debtor such Grantor specifying the time after at which such disposition is to be made and the intended sale price or other consideration therefor. Any , and shall be subject, for the ten days after the giving of such notice, to the right of the relevant Grantor or any nominee of the relevant Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified, and (ii) in the case of any such disposition which shall be a public sale permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to Debtor (which Debtor agrees to be commercially reasonable) the relevant Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrarylaw, shall be by public auction (which may, at the option or the Secured PartyAdministrative Agent’s sole option, be subject to reserve), after publication of commercially reasonable notice of such auctionauction not less than ten days prior thereto in two newspapers in general circulation in the city where such Collateral is located. To the extent permitted by applicable any such requirement of law, the Administrative Agent on behalf of the Secured Party Creditors (or certain of them) may bid for and become the purchaser (by bidding in Secured Obligations or otherwise) of the Collateral or any item thereof, thereof offered for sale in accordance with this Section without accountability to Debtor the relevant Grantor (except to the extent of surplus money received) received as provided belowin Section 8.5). In Unless so obligated under mandatory requirements of applicable law, the payment Administrative Agent shall not be required to make disposition of the purchase price Collateral within a period of time which does not permit the Collateral, the purchaser shall be entitled to have credit on account giving of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up notice to the amount which would, upon distribution of Grantor as hereinabove specified. The Administrative Agent need give the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market relevant Grantor only such notice of disposition as the Administrative Agent shall deem to be reasonably practicable shall be requiredin view of such mandatory requirements of applicable law.

Disposition of the Collateral. If an After the occurrence and during the continuance of any Event of Default shall occur and be continuingDefault, the Secured Party Bank may sell, assign, lease, give an option or options to purchase, purchase or otherwise dispose of all or any part of the Collateral (or contract to do any of the foregoing) under one or more contracts contracts, agreements or as an entirety, and, to the extent permitted by applicable law, and without the necessity of gathering at the place location of sale the property to be sold, at public or private sale or sales, conducted by any officer, nominee or agent of, or auctioneer or attorney for for, the Secured Party Bank at any location of any third party conducting or otherwise involved in such sale or any office of the Secured Party Bank or elsewhere other location and in general in such manner, at such time or times and upon such terms and conditions and at such price as the Bank may be consider commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Any of the Collateral may be sold, leased, assigned, assigned or options or contracts entered to do so, or otherwise disposed of, in the condition in which the same such Collateral existed when taken by the Secured Party Bank or after any overhaul or repair which may the Bank shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceeding shall be made upon not less than ten days’ (10) days advance written notice to Debtor specifying the Borrower describing the time after which such disposition is to be made and the intended sale price or other consideration therefor. Any such disposition which shall be a public sale shall be made upon not less than ten days’ (10) days advance written notice to Debtor the Borrower (which Debtor the Borrower hereby acknowledges and agrees to be commercially reasonable) specifying the time and place of such sale and, in the absence of applicable requirements of law to the contrary, shall be by public auction (which may, at the option or the Secured Party, be subject to reserve)auction, after publication of commercially reasonable notice of such auctionauction not less than ten (10) days prior thereto. To the fullest extent permitted by applicable law, the Secured Party Bank may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to Debtor the Borrower (except to the extent of surplus money received) received and except as provided belowto any accounting of any surplus or deficiency that Borrower is permitted to request under the UCC). In The Bank may require such potential bidders or purchasers to have certain commercially reasonable qualifications. Notwithstanding anything to the payment contrary contained in this Agreement, if all or any part of the purchase price of the Collateral, the purchaser shall be entitled to have credit on account of the purchase price thereof of amounts owing to such purchaser on account of any of the Secured Obligations and any such purchaser may deliver notes, claims for interest, or claims for other payment with respect to such Secured Obligations in lieu of cash up to the amount which would, upon distribution of the net proceeds of such sale, be payable thereon. Such notes, if the amount payable hereunder shall be less than the amount due thereon, shall be returned to the holder thereof after being appropriately stamped to show partial payment. Notwithstanding the foregoing, if the Collateral or any portion thereof is perishable or threatens to decline speedily in value or is of a type customarily sold in a recognized market only such notice as shall be reasonably practicable shall be required.