Common use of Dispositions of Collateral Clause in Contracts

Dispositions of Collateral. Pledgor recognizes that Lender may be unable to effect a sale to the public of all or part of the Collateral by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonable.

Dispositions of Collateral. Pledgor recognizes If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that Lender time, and may also in its sole discretion, without notice except as specified below, subject to applicable law, at any time or from time to time, sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, at any exchange or broker's board for cash, for immediate or future delivery without any assumption of credit risk, and 14 -11- for such price or prices and on such terms as may be unable to effect a sale to reasonable. At any such sale, unless prohibited by applicable law, the public Trustee on behalf of the Secured Parties may bid for and purchase all or any part of the Collateral so sold free from any right or equity of redemption of Pledgor. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by reason law) all rights of certain prohibitions redemption, stay and/or appraisal which it now has or restrictions may at any time in the federal future have under any rule of law or statute now existing or hereafter enacted. The Trustee shall give Pledgor not less than five days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Pledged Collateral which is perishable or threatens to decline speedily in value and is of a type customarily sold on a recognized market. The notice of such sale shall (1) in the case of a public sale, state securities laws the time and regulations place fixed for such sale, and (collectively2) in the case of a private sale, state the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but day after which such sale may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restrictionconsummated. Pledgor agrees that such notice constitutes reasonable notice. The Trustee shall not be obligated to make any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time necessary to permit time by announcement at the issuer thereof time and place fixed therefor, and such sale may, without further notice, be made at the time and place to register the Collateral for sale to the public under any of the Securities Lawswhich it was so adjourned. Pledgor agrees that negotiated sales whether for cash or credit made under hereby waives any claims against the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable Trustee arising by reason of the fact that the proceeds price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such sale(s) are less Collateral to more than might otherwise have been obtainedone offeree. Lender may elect Neither the Trustee nor any Secured Party shall be liable for failure to obtain the advice of collect or realize upon any independent nationally-known investment banking firm, which is a member firm or all of the New York Stock Exchange, with respect to the method and manner of sale Collateral or other disposition of for any delay in so doing nor shall any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or them be under any other details concerning such sale or disposition. Lender, in its sole discretion, may elect obligation to sell on such credit terms which it deems reasonabletake any action whatsoever with regard thereto.

Dispositions of Collateral. Pledgor recognizes that Lender may be -------------------------- unable to effect a sale to the public of all or part of the Collateral by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-nationally- known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonable.

Dispositions of Collateral. Pledgor recognizes Subject to advance written notice to all Participating Counterparties, the Companies and a Participating Counterparty may agree to terminate a transaction pursuant to an Applicable Agreement (“Applicable Transaction”) in whole or in part through a liquidation, close-out, optional termination or the sale of, in each case, all or a portion of the assets (including, without limitation, cash) subject to such Applicable Agreement (“Applicable Assets”), provided that Lender with respect to such sales (x) such sale shall be made on an arm’s length basis by the Companies on customary market terms (which may be unable include sales to effect affiliates of the Companies or the Participating Counterparties and/or the credit bidding of assets by the Participating Counterparties) and (y) no such sale will result in such Participating Counterparty having a deficiency claim against the applicable Seller Entity with respect to such Applicable Transaction that is greater than the Specified Percentage of the aggregate repurchase price for such transaction, unless such a sale resulting in a deficiency claim is approved by the Required Counterparties. For purposes of this Section 7, the “Specified Percentage” shall, in the case of the sale of Applicable Assets consisting of securities, equal 2.5%, and in the case of the sale of assets not consisting of securities, equal 1%. All proceeds of any such termination described above (net of reasonable and customary expenses (if any) in connection with the applicable disposition) shall be remitted to and applied by the relevant Participating Counterparty as follows: (i) first, to the public of all or part outstanding repurchase price in respect of the Collateral disposed Applicable Assets, (ii) second, to outstanding margin deficits with respect to such Applicable Agreement, (iii) third, to all other obligations owed under such Applicable Agreement, (iv) fourth, to all other obligations owed by reason of certain prohibitions the Companies or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view affiliates to the further distribution relevant Participating Counterparty or resale thereof without restriction. Pledgor agrees that its affiliates under any sales(s) other Applicable Agreement (regardless of whether the applicable Participating Counterparty or such affiliate has a contractual right to do so made may be at prices and on under the Applicable Agreements or any other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under agreement with any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances Companies), and (v) fifth, any further proceeds shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable subject to the sale lien and security interest granted in Section 2 of this Agreement. The Companies and the Participating Counterparties will reasonably cooperate to facilitate the sales contemplated in this Section 7 and any sales executed prior to the Effective Date. Further, all cash collateral that is held by any Participating Counterparty or transfer of the Collateral by Lender. In any affiliate thereof in connection with any sale or disposition of Applicable Agreement shall be applied by the Collateral, Lender is authorized to comply relevant Participating Counterparty in accordance with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonableforegoing.

Dispositions of Collateral. Pledgor recognizes that Lender may be unable to effect a sale to the public of all or part of the Collateral by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restriction. Pledgor The Subordinated Creditor agrees that any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if direct or indirect disposition by the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized whether by collection, sale, or other manner of liquidation shall be conclusively presumed to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender and may not be liable challenged or accountable contested by reason the Subordinated Creditor on the ground of the fact that the proceeds obtained at commercial unreasonableness. Upon any such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of the Collateral (whether such disposition is by Borrower or is by Lender) approved by Lender, Subordinated Creditor's Liens shall automatically terminate and, in any event, upon request of the CollateralLender, the best price reasonably obtainable thereforSubordinated Creditor shall execute and deliver UCC-3 termination statements, the consideration of cash and/or credit terms, or mortgage discharges and releases to terminate and release their Liens upon any other details concerning such sale or such other disposition, provided, however, that the perfected Lien of the Subordinated Creditor shall continue in the proceeds of the sale or disposition thereof to the extent not applied to reduce the Senior Obligations or if otherwise agreed between Borrower and Subordinated Creditor. In this regard, the Lender may, subject to the terms of the Financing Agreements, (a) use such means of collection and exercise such diligence with respect thereto as the Lender, in its sole discretion, may elect deems appropriate under the circumstances and (b) enter into such compromises with and give such releases and acquittances to sell account debtors or other obligors on the Borrower's receivables, without obtaining the agreement or concurrence of or giving prior notice to the Subordinated Creditor, and the Subordinated Creditor hereby waives all right to require that its agreement or consent be obtained or that it be given notice. In the event of any casualty with respect to the Collateral, the Subordinated Creditor acknowledges and agrees that the Lender shall have, subject to the terms of the Financing Agreements, the exclusive right to adjust, compromise or settle any such credit terms which it deems reasonableloss with the insurer thereof and to collect and retain the proceeds of any insurance thereon. The Subordinated Creditor waives any obligation or requirement that Lender xxxxxxxx the Collateral or realize payment from or liquidate certain Collateral before realizing on or liquidating any other Collateral.

Dispositions of Collateral. Pledgor recognizes If any Event of Default shall have occurred and be continuing, the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that Lender time, and may also in its sole discretion, without notice except as specified below, subject to applicable law, at any time or from time to time, sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, at any exchange or broker's board for cash, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as may be unable to effect a sale to reasonable. At any such sale, unless prohibited by applicable law, the public Trustee on behalf of the Secured Parties may bid for and purchase all or any part of the Collateral so sold free from any right or equity of redemption of Pledgor. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by reason law) all rights of certain prohibitions redemption, stay and/or appraisal which it now has or restrictions may at any time in the federal future have under any rule of law or statute now existing or hereafter enacted. The Trustee shall give Pledgor not less than five days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral, except any Pledged Collateral which is perishable or threatens to decline speedily in value and is of a type customarily sold on a recognized market. The notice of such sale shall (1) in the case of a public sale, state securities laws the time and regulations place fixed for such sale, and (collectively2) in the case of a private sale, state the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but day after which such sale may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view to the further distribution or resale thereof without restrictionconsummated. Pledgor agrees that such notice constitutes reasonable notice. The Trustee shall not be obligated to make any sales(s) so made may be at prices and on other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time necessary to permit time by announcement at the issuer thereof time and place fixed therefor, and such sale may, without further notice, be made at the time and place to register the Collateral for sale to the public under any of the Securities Lawswhich it was so adjourned. Pledgor agrees that negotiated sales whether for cash or credit made under hereby waives any claims against the foregoing circumstances shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable to the sale or transfer of the Collateral by Lender. In connection with any sale or disposition of the Collateral, Lender is authorized to comply with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable Trustee arising by reason of the fact that the proceeds price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Trustee accepts the first offer received and does not offer such sale(s) are less Collateral to more than might otherwise have been obtainedone offeree. Lender may elect Neither the Trustee nor any Secured Party shall be liable for failure to obtain the advice of collect or realize upon any independent nationally-known investment banking firm, which is a member firm or all of the New York Stock Exchange, with respect to the method and manner of sale Collateral or other disposition of for any delay in so doing nor shall 160 -11- any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or them be under any other details concerning such sale or disposition. Lender, in its sole discretion, may elect obligation to sell on such credit terms which it deems reasonabletake any action whatsoever with regard thereto.

Dispositions of Collateral. Pledgor recognizes Subject to advance written notice to all Participating Counterparties, the Companies and a Participating Counterparty may agree to optionally terminate a transaction pursuant to an Applicable Agreement in whole or in part through a liquidation, close-out, optional termination or the sale of, in each case, all or a portion of the assets (including, without limitation, cash) subject to such Applicable Agreement (“Applicable Assets”), provided that Lender with respect to such sales (x) such sale shall be made on an arm’s length basis by the Company on customary market terms (which may be unable include sales to effect affiliates of the Companies or the Participating Counterparties and/or the credit bidding of assets by the Participating Counterparties) and (y) no such sale will result in such Participating Counterparty having a deficiency claim against any applicable Seller Entity, unless such a sale resulting in a deficiency claim is approved by the Required Counterparties. During the Forbearance Period, all proceeds of any such termination described above (net of reasonable and customary expenses (if any) in connection with the applicable disposition) shall be remitted to and applied by the relevant Participating Counterparty as follows: (i) first, to the public of all or part outstanding repurchase price in respect of the Collateral disposed Applicable Assets, (ii) second, to all other obligations owed under such Applicable Agreement, (iii) third, to all other obligations owed by reason of certain prohibitions or restrictions in the federal or state securities laws and regulations (collectively, the "Securities Laws"), or the provisions of other federal and state laws, regulations or rulings, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be required to agree to acquire the Collateral for their own account, for investment and not with a view Companies to the further distribution relevant Participating Counterparty or resale thereof without restriction. Pledgor agrees that its affiliates under any sales(s) such Applicable Agreements, any other agreements or otherwise (regardless of whether the applicable Participating Counterparty or such affiliate has a contractual right to do so made may be at prices and on under the Applicable Agreement or any other terms less favorable to Pledgor than if the Collateral was sold to the public, and that Lender has no obligation to delay sale of the Collateral for period(s) of time necessary to permit the issuer thereof to register the Collateral for sale to the public under agreement with any of the Securities Laws. Pledgor agrees that negotiated sales whether for cash or credit made under the foregoing circumstances Companies), and (iv) fourth, any further proceeds shall not be deemed for that reason not to have been made in a commercially reasonable manner. Pledgor shall cooperate with Lender and shall satisfy any requirements under the Securities Laws applicable subject to the sale lien and security interest granted in Section 2 of this Agreement. Further, all cash collateral that is held by any Participating Counterparty or transfer of the Collateral by Lender. In any affiliate thereof in connection with any sale or disposition of Applicable Agreement shall be applied by the Collateral, Lender is authorized to comply relevant Participating Counterparty in accordance with any limitation or restriction as it may be advised by its counsel is necessary or desirable in order to avoid any violation of applicable law or to obtain any required approval of the purchaser(s) by any governmental regulatory body or officer and it is agreed that such compliance shall not result in such sale being considered not to have been made in a commercially reasonable manner nor shall Lender be liable or accountable by reason of the fact that the proceeds obtained at such sale(s) are less than might otherwise have been obtained. Lender may elect to obtain the advice of any independent nationally-known investment banking firm, which is a member firm of the New York Stock Exchange, with respect to the method and manner of sale or other disposition of any of the Collateral, the best price reasonably obtainable therefor, the consideration of cash and/or credit terms, or any other details concerning such sale or disposition. Lender, in its sole discretion, may elect to sell on such credit terms which it deems reasonableforegoing.