Common use of Remedies; Disposition of the Collateral Clause in Contracts

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may may, subject to the provisions of the Intercreditor Agreement, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be are commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAssignor. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Administrative Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Administrative Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Administrative Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If (a) To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense. Each Grantor acknowledges and agrees that, to the extent notice of sale or other disposition of the Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Grantor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. (b) If at any time when the Collateral Agent shall determine to exercise its right to sell all or any part of the Pledged Collateral consisting of Securities, and such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Collateral Agent may, in its sole and absolute discretion, sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Collateral Agent, in its sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree, among other things, that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price which the Collateral Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.

Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice disposition, effected in accordance with the applicable law as may apply to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 9.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 sale, lease or other disposition which shall may be effected by means of a public sale permitted by such disposition or private disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time and place of UCC and/or such sale and, in the absence other mandatory requirements of applicable requirements of law, shall be by public auction (which may, at law as may apply to the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. thereto in two newspapers in general circulation in Salt Lake City, Utah, The Collateral Agent may, without notice or publication, adjourn any public or private City of New York and in such other locations as may be necessary in order for the sale or cause the same to be adjourned from time to time by announcement at “commercially reasonable” (as such term is used in Article 9 of the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedUniform Commercial Code). To the extent permitted not prohibited by any such requirement Requirement of lawLaw, the Collateral Agent or any Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to any Applicable Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to the Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and following not fewer than 5 days’ prior notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the terms of the Final Order), then and to the extent not inconsistent with the Final Order or Section 8, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof Section 11.1 or the Final Order or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements Requirements of applicable law, determine to be commercially reasonableLaw. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor 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 applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 11.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 11.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49), subject to the Credit Agreement, and subject to any Intercreditor Agreement and any Other Intercreditor Agreement, and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by : (i) (A) the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and all the rights and remedies of a secured party on default under the UCC at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by (B) the Collateral Agent or after any overhaul other Secured Party may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale, (C) each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives, to be commercially reasonable. Any such disposition the fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted, (D) each Grantor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten (10) days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Borrower of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale andor the time after which any private sale is to be made shall constitute reasonable notification, in the absence of applicable requirements of law, shall be by public auction (which may, at E) the Collateral Agent's option, Agent shall not be subject obligated to reserve), after publication make any sale of Collateral regardless of notice of such auction sale having been given, (where required by applicable lawF) not less than 10 days prior thereto. The the Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned and (G) each Grantor hereby waives, to the sale may be so adjourned. To the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale; (ii) (A) except as otherwise provided herein, each Grantor hereby waives, to the fullest extent permitted by applicable law: (w) notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which such Grantor would otherwise have under law; (x) all damages occasioned by such taking of possession; (y) all other requirements as to the purchaser time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (z) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law and (B) any sale of, or the grant of options to purchase, or any item other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of any Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against any Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, offered for from, through and under each Grantor; and (iii) With respect to any Collateral other than Account Collateral, in connection with any foreclosure, collection, sale in accordance with this Section without accountability or other enforcement of Liens granted to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required in this SGR Security Agreement, each Grantor will reasonably cooperate in good faith with the Collateral Agent in transferring the right to make disposition use such Collateral to any designee of the Collateral within a period Agent that is an air carrier or any other Person otherwise permitted to hold and use properties or rights as such Collateral and will, at the reasonable request of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give and in good faith, continue to operate and manage such Assignor only Collateral and maintain such notice of disposition Grantor’s applicable regulatory licenses with respect to such Collateral until such time as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all designee obtains such other acts licenses and things governmental approvals as may be reasonably necessary to make such sale or sales of all or any portion (in the reasonable opinion of the Collateral valid and binding and in compliance Agent or its designee specified above) advisable to conduct aviation operations with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any respect to such sale or sales, all at such Assignor's expenseCollateral.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to the Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonabledetermine. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor 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 fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, ten days’ notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Pledgor’s reasonable expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchasers under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchasers, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchasers may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchasers or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchasers shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor 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, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchasers. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchasers’ option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchasers 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 the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchasers shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchasers need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in the City of New York. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant any Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral --------------------------------------- repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAgent. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Pledgor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Pledgor or any nominee of such Assignor the Pledgor 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 reasonably specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Pledgor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors 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 the relevant AssignorPledgor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Pledgor as hereinabove specified, the Collateral Agent need give such Assignor the Pledgor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignorthe Pledgor's reasonable expense.

Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If In each case, subject to the requirements of applicable law (including without limitation the UCC and Title 49), subject to the Credit Agreement, and subject to any Intercreditor Agreement and any Other Intercreditor Agreement, and subject to the approval of all necessary Governmental Authorities, Foreign Aviation Authorities and Airport Authorities, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by : (i) (A) the Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and all the rights and remedies of a secured party on default under the UCC at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by (B) the Collateral Agent or after any overhaul other Secured Party may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale, (C) each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives, to be commercially reasonable. Any such disposition the fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted, (D) the Grantor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten (10) days' prior written ’ notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Grantor of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale andor the time after which any private sale is to be made shall constitute reasonable notification, in the absence of applicable requirements of law, shall be by public auction (which may, at E) the Collateral Agent's option, Agent shall not be subject obligated to reserve), after publication make any sale of Collateral regardless of notice of such auction sale having been given, (where required by applicable lawF) not less than 10 days prior thereto. The the Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which it was so adjourned and (G) the sale may be so adjourned. To Grantor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale; (ii) (A) except as otherwise provided herein, the Grantor hereby waives, to the fullest extent permitted by applicable law: (w) notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Grantor would otherwise have under law; (x) all damages occasioned by such taking of possession; (y) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (z) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law and (B) any sale of, or the grant of options to purchase, or any item other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against the Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, offered for from, through and under the Grantor; and (iii) With respect to any Collateral other than Account Collateral, in connection with any foreclosure, collection, sale in accordance with this Section without accountability or other enforcement of Liens granted to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required in this SGR Security Agreement, the Grantor will reasonably cooperate in good faith with the Collateral Agent in transferring the right to make disposition use such Collateral to any designee of the Collateral within a period Agent that is an air carrier or any other Person otherwise permitted to hold and use properties or rights as such Collateral and will, at the reasonable request of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give and in good faith, continue to operate and manage such Assignor only Collateral and maintain the Grantor’s applicable regulatory licenses with respect to such notice of disposition Collateral until such time as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all designee obtains such other acts licenses and things governmental approvals as may be reasonably necessary to make such sale or sales of all or any portion (in the reasonable opinion of the Collateral valid and binding and in compliance Agent or its designee specified above) advisable to conduct aviation operations with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any respect to such sale or sales, all at such Assignor's expenseCollateral.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, Agent may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which that shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall reasonably determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove herein above specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawGrantor. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 30 days' ’ prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Noticed Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 ten (10) days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in one newspaper in general circulation in the City of New York and one newspaper in general circulation in Winston Salem, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 7.1(a) hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair repair, at the expense of the relevant Assignor Assignor, which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor, provided that the Collateral Agent shall then notify the relevant Assignor of such purchase and the purchase price. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral or any portion thereof repossessed by the Collateral Agent under or pursuant to Section 7.1 6.01 hereof and any other Collateral or any portion thereof whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, for cash, on credit or for future delivery at such time or times, at such place or places (including, without limitation, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere), at such price or prices and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any reasonable irrespective of the Collateral may be sold, leased or otherwise disposed of, in impact of any such sales on the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense market price of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableCollateral. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.02 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable required by such applicable law and such notice shall be deemed reasonable and proper if given in view writing at least ten (10) days before such disposition. Upon any sale or other disposition of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under judicial proceeding), the receipt of the Collateral Agent or of the officer making such sale or disposition shall be sufficient discharge to the purchaser or purchasers of the Collateral so sold or disposed and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such mandatory requirements sale or other disposition. If the Collateral Agent sells any of applicable lawthe Collateral upon credit, the Assignors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 6.04 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If To the extent permitted by applicable law, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall reasonably determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of the time at which PPSA and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, The Collateral Agent may also accept the Collateral Agent shall be required to make disposition in satisfaction of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawObligations. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorGrantor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then then, subject to any Applicable Intercreditor Agreement, any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the such Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of the time at which PPSA and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to determine; provided that such terms shall be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any commercially reasonable overhaul or repair made by or at the expense direction of the relevant Assignor which Collateral Agent. To the extent permitted by any requirement of law, the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended Secured Creditors or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale price or other consideration therefor, and shall be subjectentitled, for the 10 days after purpose of bidding and making settlement or payment of the giving purchase price for all or any portion of the Collateral sold, assigned or licensed at such noticesale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the right of the relevant Assignor or any nominee of such Assignor 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 fullest extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the law, all rights of redemption, stay and/or appraisal which it now has or may at any time and place of such sale and, in the absence future have under any rule of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretolaw or statute now existing or hereafter enacted. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To Each Pledgor hereby waives, to the fullest extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser arising by reason of the fact that the price at which any Collateral may have been sold, assigned or any item thereoflicensed at such a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. Each Pledgor acknowledges and agrees that, to the relevant Assignor. If, under mandatory requirements extent notice of applicable law, the Collateral Agent sale shall be required by law, ten days' notice to make disposition such Pledgor of the Collateral within a period time and place of any public sale or of the time after which does not permit the giving of notice any private sale or other intended disposition is to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as take place shall be reasonably practicable in view commercially reasonable notification of such mandatory requirements matters. No notification need be given to any Pledgor if it has signed, after the occurrence of applicable lawan Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. Each Assignor Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorPledgor's reasonable expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 8.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor Debtor 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 10 days' prior ’ written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Parties (or certain of them) 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 the relevant AssignorDebtor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Debtor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Debtor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant AssignorAssignor (except to the extent such purchase price exceeds the amount of the Obligations with such excess to be applied in accordance with Section 7.4(v) of this Agreement). If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawable how, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant such Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such the relevant Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The thereto in two newspapers in general circulation in the city where such Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedis located. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such the relevant Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant AssignorDebtor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor The Debtor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's the Debtor’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral or any portion thereof repossessed by the Collateral Agent under or pursuant to Section 7.1 7.01 hereof and any other Collateral or any portion thereof whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, for cash, on credit or for future delivery at such time or times, at such place or places (including, without limitation, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere), at such price or prices and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonablereasonable irrespective of the impact of any such sales on the market price of the Collateral. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.02 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable required by such applicable law. Upon any sale or other disposition of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under judicial proceeding), the receipt of the Collateral Agent or of the officer making such sale or disposition shall be sufficient discharge to the purchaser or purchasers of the Collateral so sold or disposed and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in view any way for the misapplication thereof. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such mandatory requirements sale or other disposition. If the Collateral Agent sells any of applicable lawthe Collateral upon credit, the Assignors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 7.04 hereof. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements re quirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements require ments shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of Chicago. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory man datory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof 6.1, and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the 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. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in Southern California. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor (except to the extent of surplus money received as provided in Section 6.4). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any (a) Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased leased, or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 three (3) days' prior ’ written notice to the relevant Assignor Debtor (which Debtor agrees is reasonable notification within the meaning of Section 9-504(3) of the Uniform Commercial Code) specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 three (3) days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor the Debtor 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 specifiedprice. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 three (3) days' prior ’ written notice to the relevant Assignor Debtor (which Debtor agrees is reasonable notification within the meaning of Section 9-504(3) of the Uniform Commercial Code) specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Secured Party’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior theretothereto in a newspaper in general circulation in Las Vegas, Nevada. The To the extent permitted by any such requirement of law, the Secured Party may bid for and become the purchaser of the Collateral Agent or any item thereof, offered for sale in accordance with this Section 4.2 without accountability to the Debtor (except to the extent of surplus money received as provided in Section 4.3). If, under mandatory requirements of applicable law, the Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Debtor as hereinabove specified, the Secured Party need give the Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. (b) Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale same may be so adjourned. To Any such public or private sale or other disposition may be as a unit or in one or more parcels and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust the power of sale granted hereunder, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to exhibit the Collateral. Secured Party shall have the right upon any public sale or sales and, to the extent permitted by law, upon any private sale or sales, to purchase the whole or any part of the Collateral so sold. Upon the consummation of any public or private sale, Secured Party will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such requirement sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, and Debtor hereby waives, to the extent permitted by law, all rights of redemption, stay or appraisal which it has or may at any time in the future have under any law or statute now existing or hereafter enacted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral Agent so sold may bid for and become be retained by Secured Party until the selling price is paid by the purchaser thereof, but the Secured Party will not incur any liability in the case of failure of such purchaser to take up and pay for the Collateral so sold, and in the case of any such failure, such Collateral may again be sold upon like notice. Secured Party may also, at its discretion, proceed by a suit or suits at law or in equity to foreclose its security interest and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Debtor covenants and agrees that it will execute and deliver such documents and take such actions as Secured Party deems reasonably necessary or advisable in order that any such sale shall be valid and binding and made in compliance with law. If any consent, approval, or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Collateral, or any part thereof, Debtor shall execute all such applications and other instruments and take such action as Secured Party reasonably deems necessary or advisable in order to secure any such consent, approval or authorization, and will otherwise use its reasonable efforts to secure the same. Debtor recognizes that in the event that Secured Party is unable to effect a public sale of any or all of the Collateral by reason of certain prohibitions contained in the federal securities laws of the United States and applicable state or any item thereofforeign securities laws, offered and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for sale in accordance their own account for investment and not with this Section without accountability a view to the relevant Assignordistribution or resale thereof. If, under mandatory requirements Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and agrees that such circumstances shall not in and of applicable law, the Collateral Agent shall be required to make themselves result in a determination that such sale was not made in a commercially reasonable matter. Proceeds of any sale or other disposition of the Collateral within a period of time which does not permit the giving of notice may be applied to the relevant Assignor as hereinabove specifiedObligations in whatever order or priority Secured Party may subjectively determine. Notwithstanding any other provision herein to the contrary, Secured Party shall not be deemed to have accepted any property in satisfaction of any obligation of Debtor to Secured Party unless Secured Party shall have made an express written election of said remedy under Section 9505 of the Collateral Agent need give such Assignor only such notice Uniform Commercial Code of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable lawthe State. (c) Secured Party acknowledges that it has extensive and sophisticated knowledge with regard to any market concerning the Collateral. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such Secured Party further acknowledges that the sale or sales of all or any portion of the Collateral valid is reasonable if done at a private sale and binding and that the notice requirements provided above afforded a commercially reasonable opportunity to see that the Collateral is liquidated at a commercially reasonable price. To the fullest extent allowed by law, Debtor waives any rights it might have to object to the commercially reasonableness of Secured Party’s proceedings in compliance accordance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensethe above.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms and upon such notice as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawlaw (including the UCC), determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Grantor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 5.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such AssignorGrantor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Administrative Borrower for the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor the Administrative Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAgent. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice (which notice shall be deemed reasonable) to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice (which notice shall be deemed reasonable) to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawlaw (including, in the case of any disposition of the FCC Licenses or transfer of control thereof, the Communication Act and the FCC Rules), determine to be commercially reasonable. Any Subject to, in the case of any disposition of the FCC Licenses or transfer of control thereof, receipt of any approvals required under the Communications Act or the FCC Rules, any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have has occurred and be is continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent mayAgent, in compliance with any mandatory requirements of applicable law, determine reasonably determines to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which Grantor that the Collateral Agent shall determine reasonably determines to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor 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. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 30 days' ’ prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent need give such Assignor Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's Grantor’s expense.

Remedies; Disposition of the Collateral. If any Event Subject to the terms of Default shall have occurred and be continuingthe Intercreditor Agreement, then any Collateral repossessed by the Second-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Second-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Second-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Second-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Second-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior days written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Second-Lien Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedSecond-Lien Collateral Agent. To the extent permitted by any such requirement of law, the Second-Lien Collateral Agent on behalf of the Secured Creditors (or certain of them) 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Second-Lien Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Second-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of a Default shall have occurred and be is continuing, then any Collateral repossessed by the Collateral Agent Lender under or pursuant to Section 7.1 9.2 hereof and any other Collateral whether or not so repossessed by the Collateral AgentLender, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Lender may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent Lender or after any overhaul or repair (which shall be at the expense of the relevant Assignor Borrower) which the Collateral Agent Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Lender may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 9.3 without accountability to the relevant AssignorBorrower. If, under mandatory requirements of applicable law, the Collateral Agent Lender shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Agent Lender need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor The Borrower agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's the Borrower’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof and Paragraph 4.1 hereof, any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may may, at the exclusive discretion of the Secured Party, be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of or applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Such disposition may be (i) by private sale or other private proceeding, or (ii) by public sale, at the exclusive discretion of the Secured Party. Any such disposition which shall be is a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior ten (10)days (which the Debtor acknowledges as being a commercially reasonable period of time) written notice to the relevant Assignor Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefortherefore, and shall be subject, for the 10 ten (10) days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor the Debtor 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 is a public sale permitted by such requirements shall be made upon not less than 10 days' prior ten (10) days (which the Debtor acknowledges as being a commercially reasonably period of time) written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in the County of Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant AssignorCalifornia. If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent need give such Assignor Secured Party shall be given only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all To the extend permitted by any such other acts and things as requirement of law, the Secured Party may bid (which may be reasonably necessary to make such sale or sales of all or any portion a credit bid) for and become the purchaser of the Collateral valid and binding and or any item thereof, offered for sale in compliance accordance with any and all applicable lawsthis Paragraph 4.2 without accountability to the Debtor (except to the extent of surplus money received as provided in Paragraph 4.3 hereof). The Secured Party may, regulationsin its discretion, orders, writs, injunctions, decrees or awards postpone the date of any and all courts, arbitrators public or governmental instrumentalities, domestic or foreign, having jurisdiction over any private sale to be conducted pursuant to this Paragraph by giving the Debtor written notice of such sale or sales, all at such Assignor's expensepostponement not less than one (1) day prior to the scheduled date.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed or controlled by the Collateral Agent SAG-AFTRA under or pursuant to Section 7.1 hereof Paragraph 5(a) above, and any other Collateral whether or not so repossessed or controlled by the Collateral Agent, SAG-AFTRA may be sold, assigned, leased leased, licensed, or otherwise disposed of by SAG-AFTRA under one or more contracts contracts, by territory, by media, or as an entirety, and without gathering the necessity of gathering property to be sold at the place of sale the property to be soldsale, and in general in such a manner, at such a time or times, at such a place or places places, and on such terms as the Collateral Agent that SAG-AFTRA may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any . (i) If an Event of Default occurs, SAG-AFTRA is entitled to sell, license, lease, or grant distribution rights in any of the Collateral may be soldCollateral, leased or otherwise disposed ofin a commercially reasonable manner, and in the condition in which the same existed when taken by the Collateral Agent SAG-AFTRA or after any overhaul completion, editing, overhaul, or repair at the expense of the relevant Assignor which the Collateral Agent shall determine SAG- AFTRA determines to be commercially reasonablereasonable subject to any non-disturbance agreement between SAG-AFTRA and any distributor relating to the Picture. Any such disposition which shall be a private sale or other private proceedings permitted like disposition of the Collateral by such requirements SAG-AFTRA, other than a grant of distribution rights undertaken by SAG-AFTRA required solely to preserve the value of the Collateral (in which case, SAG-AFTRA shall give Grantor at least two (2) days prior written notice of that transfer), shall be made upon not less than 10 days' prior ten (10) business days written notice to the relevant Assignor Grantor (which Grantor acknowledges is a commercially reasonable period of time) specifying the time at date on or after which such the private sale or other like disposition is to be made and the intended occur. Any public sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 like disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ten (10) business days written notice to the relevant Assignor Grantor (which Grantor acknowledges is a commercially reasonable period of time) specifying the time date, time, and place of such the sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), and after publication of notice of such auction (where the sale as required by under applicable law) not less than 10 days prior thereto. The Collateral Agent SAG- AFTRA may, without notice or publicationin its discretion, establish reserves and minimum bids at any public sale, and adjourn any public or private sale or cause the same to be adjourned from time to time by without notice other than oral announcement at the time and place fixed scheduled for the that sale, and such sale may be made at any time or place . If applicable law requires SAG-AFTRA to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition dispose of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specifiedspecified above, the Collateral Agent SAG-AFTRA need give such Assignor Grantor only such notice of disposition as shall be is reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do . (ii) SAG-AFTRA may, directly or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or through any portion affiliate, purchase any of the Collateral valid and binding and in compliance with at any and all public disposition and, if permissible under applicable lawslaw, regulations, orders, writs, injunctions, decrees at any private disposition of the Collateral. (iii) Any sale or awards other disposition of the Collateral does not relieve Grantor of any and all courtsliability Grantor may have if any Collateral is defective as to title, arbitrators physical condition, or governmental instrumentalitiesotherwise at the time of sale. (iv) As a condition of any sale, domestic SAG-AFTRA may (but is not obligated to) require each purchaser to assume in writing the obligation to pay additional compensation arising from purchaser's distribution, exhibition, or foreignexploitation of the Picture payable under the applicable Basic Agreement of any guild holding a security interest in the Collateral. SAMPLE (v) Notwithstanding anything to the contrary in Paragraph 5(b)(i) above, having jurisdiction over SAG-AFTRA's rights under this Security Agreement are not subject to any such sale non- disturbance provisions referenced therein if the distributor is the Grantor, affiliated with the Grantor, or sales, all at such Assignor's expensethe distributor has entered into a security agreement with SAG-AFTRA relating to the Collateral.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation to be selected by the Collateral Agent. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place placed fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 9.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable, provided that the Collateral Agent shall first apply for and receive all required approvals of any applicable Gaming Authority for the sale of disposition of slot machines and other gaming devices. Any such disposition which shall be pursuant to a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 daysBusiness Days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days Business Days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in the City of New York. The Collateral Agent maymay also request, without notice or publicationin connection therewith, adjourn any public or private sale or cause that the same to be adjourned from time to time by announcement at Nevada Gaming Commission petition a District Court of the time and place fixed State of Nevada for the sale, and such sale may be made at appointment of a supervisor to conduct the normal gaming activities on the premises of any time or place to which the sale may be so adjournednon-restricted licensed location following appointment of a receiver. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any (i) The Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it and to the extent not in violation of applicable law, including the Federal Aviation Act, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in all relevant jurisdictions at the time of an Event of Default shall have occurred Default, and be continuing, then any Collateral repossessed by the Collateral Agent under may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Agent's offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of To the Collateral may be soldextent not inconsistent with the Federal Aviation Act and the FAA requirements, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul other Secured Creditor may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to be commercially reasonablethe fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Any such disposition which The Pledgor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Pledgor of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale and, in or the absence of applicable requirements of law, time after which any private sale is to be made shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoconstitute reasonable notification. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To The Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale. (ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent's taking possession or the Collateral Agent's disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Pledgor would otherwise have under law, and the Pledgor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees Any sale of, or the grant of options to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all purchase, or any portion other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Collateral valid Pledgor therein and binding thereto, and shall be a perpetual bar both at law and in compliance with equity against the Pledgor and against any and all applicable lawsPersons claiming or attempting to claim the Collateral so sold, regulationsoptioned or realized upon, ordersor any part thereof, writsfrom, injunctions, decrees or awards of any through and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseunder the Pledgor.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the First-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the First-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the First-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the First-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the First-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior days written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the First-Lien Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedFirst-Lien Collateral Agent. To the extent permitted by any such requirement of law, the First-Lien Collateral Agent on behalf of the Secured Creditors (or certain of them) 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 the relevant Assignor. If, under mandatory requirements of applicable law, the First-Lien Collateral Agent shall be required to make a disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the First-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 5.01 herein, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entiretycontracts, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent or after any processing, manufacturing, overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 ten (10) days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor. Unless specified otherwise in another Loan Document with respect to such Collateral, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 ten (10) days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten (10) days prior theretothereto in at least two (2) newspapers in general circulation in the location where such Collateral is located or where it is customary to advertise auctions of such a type. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of all of the Secured Parties may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.02 without accountability to the relevant AssignorBorrower (except to the extent of surplus money received as provided in Section 5.04 herein). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such sale, lease or other disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior ’ written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Orders and Section 9 (including, then without limitation, the final proviso to Section 9, as if references therein to the DIP Agent refer to the DIP Collateral Agents), without application to or order of the Bankruptcy Courts, any Collateral repossessed by the DIP Collateral Agent Agents under or pursuant to Section 7.1 hereof 13.03, and any other Collateral whether or not so repossessed by the DIP Collateral AgentAgents, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the DIP Collateral Agent Agents may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, assigned, leased or otherwise disposed of, in the condition in which the same existed when taken by the DIP Collateral Agent Agents or after any overhaul or repair at the expense of the relevant Assignor which the DIP Collateral Agent Agents shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant applicable Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the DIP Collateral Agent's Agents' option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice thereto in two newspapers in general circulation in New York City or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedToronto. To the extent permitted by any such requirement of law, the DIP Collateral Agent Agents on behalf of the Lenders and/or the holders of the Revolving Notes may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 13.04 without accountability to any Assignor (except to the relevant Assignorextent of surplus money received as provided in Section 13.06). If, under mandatory requirements of applicable law, the DIP Collateral Agent Agents shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant such Assignor as hereinabove specified, the DIP Collateral Agent Agents need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Lender under or pursuant to Section 7.1 hereof 7.1, and any other Collateral whether or not so repossessed by the Collateral AgentLender, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Lender may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Lender or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Lender shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to any of the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Assignors or any nominee of such Assignor the Assignors 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 10 days' prior written notice to any of the relevant Assignor Assignors specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentLender's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Knoxville, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedTennessee. To the extent permitted by any such requirement of law, the Collateral Agent Lender and/or the holders of the Notes may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 7.2 without accountability to any of the relevant AssignorAssignors (except to the extent of surplus money received as provided in Section 7.4). If, under mandatory requirements of applicable law, the Collateral Agent Lender shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to any of the relevant Assignor Assignors as hereinabove specified, the Collateral Agent Lender need give such Assignor the Assignors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 4.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableSecured Party. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the 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. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days day's prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in a newspaper in general circulation in New York City. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant AssignorGrantor (except to the extent of surplus money received as provided in Section 4.4 hereof). If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent Assignee under or pursuant to Section 7.1 5.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentAssignee, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Assignee may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Assignee or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Assignee shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentAssignee's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent Assignee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Assignee may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 5.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent Assignee shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent Assignee need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed --------------------------------------- by the Collateral Agent Secured Party under or pursuant to Section 7.1 hereof 6.1, and any other Collateral ----------- whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Grantor or any nominee of such Assignor the 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. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Grantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in general circulation in Southern California. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant AssignorGrantor (except to the extent of ----------- surplus money received as provided in Section 6.4). If, under mandatory ----------- requirements of applicable law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Grantor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Grantor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be are commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonableAssignor. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations under the Notes Documents against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. (i) If any Event of Default shall have occurred and be continuing, the Collateral Trustee may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including Title 49, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the UCC in effect in all relevant jurisdictions at the time of such Event of Default, and the Collateral Trustee may also in its sole discretion, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Trustee may deem commercially reasonable. To the extent not inconsistent with Title 49 and the DOT or FAA requirements and any additional requirements of the applicable Governmental Authorities and/or Airport Authorities, the Collateral Trustee or any other Junior Lien Secured Party may be the purchasers of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Junior Lien Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives, to the full extent permitted by law, any claims against the Collateral Trustee arising by reason of the fact that the 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. (ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Trustee’s taking possession or the Collateral Trustee’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which the Pledgor would otherwise have under law; and the Pledgor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Trustee’s rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against the Pledgor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Pledgor. (iii) If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed Trustee may use the blank, undated, signed Japan Route FAA Slot transfer documents held by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned it from time to time by announcement (substantially in the form of Exhibit A hereto) as a means to effectuate a transfer as contemplated herein, subject in each case to applicable law. (iv) In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Collateral Trustee in this Agreement, the Pledgor will cooperate in good faith with the Collateral Trustee or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the opinion of the Collateral Trustee or its designee) desirable to conduct all aviation operations with respect to the Collateral and will, at the request of the Collateral Trustee and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Collateral Trustee or its designee obtain such licenses, consents and place fixed for the saleapprovals, and at such sale may be made at time the Pledgor will cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of lawnew aviation operator (including, without limitation, the Collateral Agent may bid for and become the purchaser of the Collateral Trustee or any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseits designee).

Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Orders and Section 8, then without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Orders or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor 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 applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in two newspapers in general circulation in New York City. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 10.2 without accountability to the relevant AssignorBorrower or any Guarantor or the Prepetition Lenders (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Designated Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor Debtor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.this

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the First-Lien Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the First-Lien Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the First-Lien Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the First-Lien Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the First-Lien Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The First-Lien Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the First-Lien Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the First-Lien Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the First-Lien Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof 8.1 and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same thereto in two newspapers in general circulation to be adjourned from time to time selected by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCollateral Agent. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral of such Assignor valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators arbitrations or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or Secured Party pursuant to Section 7.1 hereof 5.1 and any other Collateral (whether or not so repossessed by the Collateral AgentSecured Party), except as otherwise provided in Section 6 hereof, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale of the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, of in the condition in which the same existed when taken by the Collateral Agent any public or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements proceeding. The Secured Party shall be made upon not less than give Tower Sub or the Assignor at least 10 days' prior written notice to the relevant Assignor of any such private disposition specifying the time at which of such proposed disposition is to be made and the intended sale price or other consideration thereforconsideration, and shall be subject, for the 10 days days' after the giving of such notice, to the right of Tower Sub or the relevant Assignor or any nominee of such Assignor to acquire the Collateral involved at a price or for such other consideration at least equal to the such intended sale price or other consideration so specified. Any such disposition which The Secured Party shall be a public sale permitted by such requirements shall be made upon not less than give Tower Sub or the Assignor at least 10 days' prior written notice to the relevant Assignor of any such public disposition specifying the time and place of such proposed sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The thereto in two newspapers in general circulation in the city where such Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedis located. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party on behalf of the Beneficiaries 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 Tower Sub or the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be Secured Party is required to make disposition of the Collateral within a period of time which does not permit the giving of notice to Tower Sub or the relevant Assignor as hereinabove specified, the Collateral Agent Secured Party need give such Tower Sub or the relevant Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Confirmation Order and the Intercreditor and Subordination Agreement, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof Agent, and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable lawlaws, determine determined to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable laws shall be made upon not less than 10 30 days' prior written notice to the relevant Assignor Borrowers specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 30 days after the giving of such notice, to the right of the relevant Assignor Borrowers or any nominee of such Assignor Borrowers 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 applicable laws shall be made upon not less than 10 30 days' prior written notice to the relevant Assignor Borrowers specifying the time and place of such sale and, in the absence of applicable requirements of lawlaws, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 30 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in two newspapers in national circulation. To the extent permitted by any such requirement applicable laws, the Collateral Agent on behalf of lawthe Lenders, the Administrative Agent and the Collateral Agent may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 8.4 without accountability to Borrowers or any of their Subsidiaries (except to the relevant Assignorextent of surplus money received). If, under mandatory requirements of applicable lawlaws, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrowers as hereinabove herein above specified, the Collateral Agent need give such Assignor Borrowers only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchaser under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchaser, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchaser may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchaser or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchaser shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor 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, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchaser. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchaser’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Los Angeles, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchaser 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 the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchaser shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchaser need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any taking into consideration the mandatory requirements of applicable lawthe UCC that the purchase price paid for such Collateral not fall "significantly below" the range of prices a third party would pay in a commercially reasonable foreclosure sale, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable; however, the Secured Party shall have no obligation to clean up or otherwise prepare the Collateral for such sale, lease or disposition. The Secured Party may specifically disclaim any warranties of title and the like. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor Debtor and all debtors (if any) of the Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Debtor or any nominee of such Assignor the Debtor 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 10 days' prior written notice to the relevant Assignor Debtor specifying the time and place of such sale and, in the absence of applicable requirements of lawApplicable Law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), ) after publication of notice of such auction (where required by applicable law) not less than 10 days day's prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedthereto in a newspaper in general circulation. To the extent permitted by any such requirement of lawApplicable Law, the Collateral Agent 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 the relevant AssignorDebtor (except to the extent of surplus money received). If the Secured Party sells or disposes of any of the Collateral upon credit, the Debtor will be credited only with payments actually made by the purchaser and received by the Secured Party on such Collateral and applied to the indebtedness of such purchaser. In the event that such purchaser fails to pay for the Collateral, the Secured Party may resell or re-dispose of such Collateral and the Debtor shall be credited with the proceeds of such resale or re-disposition. If, under mandatory requirements of applicable lawApplicable Law, the Collateral Agent Secured Party shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor the Debtor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any (i) The Collateral Agent may from time to time exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, and to the extent not in violation of applicable law, including the Federal Aviation Act, and subject to the approval of the DOT or its successor or nominee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in all relevant jurisdictions at the time of an Event of Default shall have occurred Default, and be continuing, then any Collateral repossessed by the Collateral Agent under may also in its sole discretion, without notice except as specified below, sell the Collateral or pursuant to Section 7.1 hereof and any other Collateral whether part thereof in one or not so repossessed by more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Agent's offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be may deem commercially reasonable. Any of To the Collateral may be soldextent not inconsistent with the Federal Aviation Act and the DOT requirements, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul other Secured Creditor may be the purchasers of any or repair at the expense all of the relevant Assignor which Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall determine acquire the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives, to be commercially reasonablethe fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Any such disposition which The Pledgor agrees that, to the extent notice of sale shall be a private sale or other private proceedings permitted required by such requirements shall be made upon not less than 10 law, at least ten days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving Pledgor of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such any public sale and, in or the absence of applicable requirements of law, time after which any private sale is to be made shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretoconstitute reasonable notification. The Collateral Agent may, without shall not be obligated to make any sale of Collateral regardless of notice or publication, of sale having been given. The Collateral Agent may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and such sale may may, without further notice, be made at any the time or and place to which the sale may be it was so adjourned. To The Pledgor hereby waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may bid have been sold at such a private sale was less than the price which might have been obtained at a public sale. (ii) Except as otherwise provided herein, the Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent's taking possession or the Collateral Agent's disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and become any such right which the purchaser Pledgor would otherwise have under law, and the Pledgor hereby further waives to the fullest extent permitted by applicable law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent's rights hereunder; and (c) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any item thereof, offered for sale in accordance with this Section without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees Any sale of, or the grant of options to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all purchase, or any portion other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Collateral valid Pledgor therein and binding thereto, and shall be a perpetual bar both at law and in compliance with equity against the Pledgor and against any and all applicable lawsPersons claiming or attempting to claim the Collateral so sold, regulationsoptioned or realized upon, ordersor any part thereof, writsfrom, injunctions, decrees or awards of any through and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expenseunder the Pledgor.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 4.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 8.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 8.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred (and following not fewer than seven Business Days prior written notice by the Administrative Agent (or such longer time as may be continuingrequired pursuant to the Orders)), then and to the extent not inconsistent with the Interim Order (or the Final Order, as applicable), without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 11.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements Requirements of applicable law, determine to be commercially reasonableLaw. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 ten days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 ten days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor 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 applicable Requirements of Law shall be made upon not less than 10 ten days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 ten days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 11.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 11.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 7, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof 10.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Administrative Agent may, in compliance with any mandatory requirements Requirements of applicable lawLaw, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor 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 applicable Requirements of Law shall be made upon not less than 10 days' prior written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to Section 10.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 10.2 without accountability to the relevant AssignorBorrower or any Guarantor (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred Default, and be continuingto the extent not inconsistent with the Interim Order (or the Final Order, then as applicable) or Section 9, without application to or order of the Bankruptcy Court, any Collateral repossessed by the Collateral Administrative Agent under or pursuant to Section 7.1 hereof subsection 12.1 or the Interim Order (or the Final Order, as applicable) or otherwise, and any other Collateral whether or not so repossessed by the Collateral Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent maycommercially reasonable terms, in compliance with any mandatory requirements Requirements of applicable law, determine to be commercially reasonableLaw. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Administrative Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Administrative Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings proceeding permitted by such requirements applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor Borrower or any nominee of such Assignor 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 applicable Requirements of Law shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor Borrower specifying the time and place of such sale and, in the absence of applicable requirements Requirement of lawLaw, shall be by public auction (which may, at the Collateral Administrative Agent's ’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretothereto in USA Today and The Wall Street Journal, National Edition. The Collateral Agent maySubject to subsection 12.4, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement Requirement of lawLaw, the Collateral Administrative Agent on behalf of the Lenders or any Lender may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section subsection 12.2 without accountability to the relevant AssignorBorrower, any Guarantor or the Prepetition Secured Parties (except to the extent of surplus money received). If, under mandatory requirements Requirements of applicable lawLaw, the Collateral Administrative Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Borrower as hereinabove specified, the Collateral Administrative Agent need give such Assignor the Borrower only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensepracticable.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by disposition, effected in accordance with the applicable requirements (in each case if and to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements shall be made upon not less than of applicable law as may apply to the respective disposition, provided that at least 10 days' prior days written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of any such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at given to the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective Assignor. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 6.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in the City of New York and Charlotte, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedNorth Carolina. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Upon the occurrence and continuance of a Noticed Event of Default shall have occurred and be continuingDefault, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 ten (10) days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (by bidding in the Obligations or otherwise) of the Collateral or any item thereof, offered for sale in accordance with this Section without accountability to the relevant AssignorAssignor (except to the extent of surplus money received as provided in Section 7.4 hereof). If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any The Bank may from time to time 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 under the Uniform Commercial Code in effect in the States of Hawaii or Minnesota, as applicable, at the time of an [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Event of Default shall have occurred and be continuingDefault. The Bank may also, then any Collateral repossessed by upon notice to the Pledgor as specified below, sell the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether part thereof at public or not so repossessed by private sale, at any exchange, broker’s board or at any of the Collateral AgentBank’s offices or elsewhere, may be soldfor cash, assigned, leased on credit or otherwise disposed of under one or more contracts or as an entiretyfor future delivery, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time price or times, at prices and upon such place or places and on such other terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be Bank may deem commercially reasonable. Any The Bank may be the purchaser of any or all of the Collateral may be sold, leased or otherwise disposed of, in at any such sale to the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings extent permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, law and shall be subjectentitled, for the 10 days after purpose of bidding and making Settlement or payment of the giving purchase price for all or any portion of the Collateral sold at such noticesale, to the right use and apply any of the relevant Assignor or Obligations owed it as a credit on account of the purchase price. Each purchaser at any nominee of such Assignor to sale shall acquire the Collateral involved at a price property sold absolutely free from any claim or for such other consideration right on the part of Pledgor, and Pledgor hereby waives (to the fullest extent permitted by law), all rights of redemption, stay or appraisal under any rule of law or statute now existing or hereafter enacted. To the extent notice of sale shall be required by law, 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 10 ten days' prior written ’ notice to the relevant Assignor specifying Pledgor of the time and place of such any sale and, in the absence shall constitute reasonable notification. The Bank shall not be obligated to hold any sale of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication regardless of notice of such auction (where required by applicable law) not less than 10 days prior theretosale having been given. The Collateral Agent may, without notice or publication, Bank may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saletherefor, and any such sale may may, without further notice, be made held at any the time or and place at and to which the sale may be it was so adjourned. To Pledgor waives, to the full extent permitted by any such requirement of law, any claims against the Collateral Agent may bid for and become the purchaser Bank arising by reason of the fact that the price at which any Collateral or any item thereofmay have been sold at a private sale was less than the price which might have been obtained at a public sale, offered for sale in accordance with this Section without accountability to even if the relevant Assignor. If, under mandatory requirements of applicable law, Bank accepts the Collateral Agent shall be required to make disposition of the Collateral within a period of time which first offer received and does not permit the giving of notice offer such Collateral to the relevant Assignor as hereinabove specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensemore than-one offeree.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed or controlled by the Collateral Agent SAG-AFTRA under or pursuant to Section 7.1 hereof Paragraph 5(a) above, and any other Collateral whether or not so repossessed or controlled by the Collateral Agent, SAG-AFTRA may be sold, assigned, leased leased, licensed, or otherwise disposed of by SAG-AFTRA under one or more contracts contracts, by territory, by media, or as an entirety, and without gathering the necessity of gathering property to be sold at the place of sale the property to be soldsale, and in general in such a manner, at such a time or times, at such a place or places and on such terms as the Collateral Agent that SAG- AFTRA may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any S A M P L E (i) If an Event of Default occurs, SAG-AFTRA is entitled to sell, or license, lease, grant distribution rights in any of the Collateral may be soldCollateral, leased or otherwise disposed ofin a commercially reasonable manner, and in the condition in which the same existed when taken by the Collateral Agent SAG-AFTRA or after any overhaul completion, editing, overhaul, or repair at the expense of the relevant Assignor which the Collateral Agent shall determine SAG-AFTRA determines to be commercially reasonablereasonable subject to any non-disturbance agreement between SAG- AFTRA and any distributor relating to the Picture. Any such disposition which shall be a private sale or other private proceedings permitted like disposition of the Collateral by such requirements SAG-AFTRA, other than a grant of distribution rights undertaken by SAG-AFTRA required solely to preserve the value of the Collateral (in which case, SAG-AFTRA shall give Producer at least two (2) days prior written notice of that transfer), shall be made upon not less than 10 days' prior ten (10) business days written notice to the relevant Assignor Producer (which Producer acknowledges is a commercially reasonable period of time) specifying the time at date on or after which such the private sale or other like disposition is to be made and the intended occur. Any public sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 like disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ten (10) business days written notice to the relevant Assignor Producer (which Producer acknowledges is a commercially reasonable period of time) specifying the time date, time, and place of such the sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), and after publication of notice of such auction (where the sale as required by under applicable law) not less than 10 days prior thereto. The Collateral Agent SAG-AFTRA may, without notice or publicationin its discretion, establish reserves and minimum bids at any public sale, and adjourn any public or private sale or cause the same to be adjourned from time to time by without notice other than oral announcement at the time and place fixed scheduled for the that sale, and such sale may be made at any time or place . If applicable law requires SAG-AFTRA to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition dispose of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Producer as hereinabove specifiedspecified above, the Collateral Agent SAG-AFTRA need give such Assignor Producer only such notice of disposition as shall be is reasonably practicable in view of such mandatory requirements of the applicable law. Each Assignor agrees to do . (ii) SAG-AFTRA may, directly or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or through any portion affiliate, purchase any of the Collateral valid and binding and in compliance with at any and all public disposition and, if permissible under applicable lawslaw, regulations, orders, writs, injunctions, decrees at any private disposition of the Collateral. (iii) Any sale or awards other disposition of the Collateral does not relieve Producer of any and liability Producer may have if any Collateral is defective as to title, physical condition, or otherwise at the time of sale. (iv) As a condition of any sale, SAG-AFTRA may (but is not obligated to) require each purchaser to assume in writing the obligation to pay all courtsadditional compensation arising from purchaser's distribution, arbitrators exhibition, or governmental instrumentalitiesexploitation of the Picture payable under the applicable Basic Agreement of any guild holding a security interest in the Collateral. S A M P L E (v) Notwithstanding anything to the contrary in Paragraph 5(b)(i) above, domestic SAG-AFTRA's rights under this Security Agreement are not subject to any non-disturbance provisions referenced therein if the distributor is the Producer, affiliated with the Producer, or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expensethe distributor has entered into a security agreement with SAG-AFTRA relating to the Collateral.

Remedies; Disposition of the Collateral. If Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent PBGC under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPBGC, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent PBGC may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent PBGC or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent PBGC shall determine to be commercially reasonable. Any such disposition which shall be a private sale sale, lease or other disposition may be effected by means of a public disposition or private proceedings permitted by such disposition, effected in accordance with the applicable requirements shall be made upon not less than 10 days' prior written notice (in each case if and to the relevant Assignor specifying extent applicable) of Sections 9-610 through 9-613 of the time at which UCC and/or such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving mandatory requirements of such notice, applicable law as may apply to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior theretorespective disposition. The Collateral Agent PBGC may, without notice or publication, adjourn any public or private sale disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the saledisposition, and such sale disposition may be made at any time or place to which the sale disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent PBGC may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting PBGC Obligations against the purchase price) of the Collateral or any item thereof, offered for sale disposition in accordance with this Section 7.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent PBGC shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent PBGC need give such Assignor only such notice of disposition as shall be reasonably practicable in view of required by such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale disposition or sales dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's ’s expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent Secured Party under or pursuant to Section 7.1 6.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentSecured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Secured Party or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent Secured Party shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral AgentSecured Party's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent Secured Party may bid for and become the purchaser of the Collateral or any item thereof, offered for sale in accordance with this Section 6.2 without accountability to the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent Secured Party shall be required permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove specified, the Collateral Agent Secured Party need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral Agent shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior written notice to the relevant Assignor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant such Assignor or any nominee of such Assignor 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 10 days' prior written notice to the relevant Assignor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause thereto in two newspapers in general circulation in the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCity of New York. To the extent permitted by any such requirement of law, the Collateral Agent and the Secured Creditors 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 the relevant Assignor. If, under mandatory requirements of applicable law, the Collateral Agent shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor as hereinabove herein above specified, the Collateral Agent need give such Assignor only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.

Remedies; Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Any Collateral repossessed by the Collateral Agent Purchaser under or pursuant to Section 7.1 9.1 hereof and any other Collateral whether or not so repossessed by the Collateral AgentPurchaser, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Collateral Agent Purchaser may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Collateral Agent Purchaser or after any overhaul or repair at the expense of the relevant Assignor each Debtor which the Collateral Agent Purchaser shall determine to be commercially reasonable. Any such disposition which shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, and shall be subject, for the 10 days after the giving of such notice, to the right of the relevant Assignor each Debtor or any nominee of such Assignor each Debtor 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, but in no event in an amount greater than the Obligations then outstanding and provision for any contingent Obligations reasonably acceptable to the Purchaser. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than 10 days' prior ’ written notice to the relevant Assignor each Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the Collateral Agent's Purchaser’s option, be subject to reserve), after publication of notice of such auction (where required by applicable law) not less than 10 days prior thereto. The Collateral Agent maythereto in two newspapers in general circulation in Orange County, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjournedCalifornia. To the extent permitted by any such requirement of law, the Collateral Agent Purchaser 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 the relevant AssignorDebtors. If, under mandatory requirements of applicable law, the Collateral Agent Purchaser shall be required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the relevant Assignor Debtors as hereinabove specified, the Collateral Agent Purchaser need give such Assignor the Debtors only such notice of disposition as shall be reasonably practicable in view of such mandatory requirements of applicable law. Each Assignor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale or sales of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Assignor's expense.