Common use of Right of Sale Clause in Contracts

Right of Sale. Lender may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (1) apply any cash distributions received by Lender pursuant to Section 5(c) hereof to the Secured Obligations; and (2) if following such application there remains outstanding any Secured Obligations, sell the remaining Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Lender shall deem appropriate. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Lender may (in its sole and absolute discretion) determine. Lender shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of the sale of the Collateral may have been given. In case the sale of all or part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid by the purchaser or purchasers thereof, but Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any sale or sales made pursuant to this Section 6(c), Lender may bid for and purchase, free from any claim or right of whatever kind, including any equity of redemption, of Pledgor any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Collateral offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to Lender by Pledgor as a credit against the purchase price; and Lender, upon compliance with the terms of sale, may hold, retain and dispose of the Collateral without further accountability therefor to Pledgor or any third party. Lender shall be authorized at any sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any sale Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Collateral shall be applied first to the reasonable costs, expenses and attorneys’ fees incurred by Lender for collection and for acquisition, completion, protection, removal, sale and delivery of the Collateral; second, to interest due upon any of the Secured Obligations; and third, to the principal of the Secured Obligations. If any deficiency shall arise, Pledgor shall remain liable to Lender therefor in accordance with the terms of the Credit Agreement. If any surplus shall remain, Lender shall pay such surplus to the Pledgor.

Right of Sale. Lender may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (1i) apply any cash distributions Dividends or other property received by Lender pursuant to Section 5(c) 4 hereof to the Obligations and the Secured Obligations; Obligations and (2ii) if following such application there remains outstanding any Secured Obligations, sell the remaining Collateral, or any part thereof, at public or private sale or at any broker’s 's board or office of the Lender or on any securities exchange, for cash, upon credit or for future delivery as Lender shall deem appropriate. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Lender may (in its sole and absolute discretion) determine. Lender shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of the sale of the Collateral may have been given. In case the sale of all or part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid by the purchaser or purchasers thereof, but Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any sale or sales made pursuant to this Section 6(c), Lender may bid for and purchase, free from any claim or right of whatever kind, including any equity of redemption, of Pledgor any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Collateral offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to Lender by Pledgor as a credit against the purchase price; and Lender, upon compliance with the terms of sale, may hold, retain and dispose of the Collateral without further accountability therefor to Pledgor or any third party. Lender shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from Lender shall have the sale of any Collateral shall be applied first to the reasonable costs, expenses and attorneys’ fees incurred by Lender for collection and for acquisition, completion, protection, removal, sale and delivery of the Collateral; second, to interest due right upon any of the Secured Obligations; and thirdsuch public sale or sales, and, to the principal extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Secured ObligationsCollateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived or released. If any deficiency shall arise, Pledgor shall remain liable to Lender therefor in accordance with the terms of the Credit Agreement. If any surplus shall remain, The Lender shall pay such surplus apply any proceeds from time to the Pledgor.time held by it and the

Right of Sale. Lender During the continuance of an Event of Default, the Agent may, without demand and without advertisement, notice or legal process of any kind (except as is required in Section 8.3 below and as may be required by law), all of which Pledgor waiveswaives (except with respect to notice required in Section 8.3 below), at any time or times (1a) apply any cash distributions received by Lender the Agent pursuant to Section 5(c) 7.3 hereof to the Secured Obligations; Obligations and (2b) if following such application there remains outstanding any Secured Obligations, sell the remaining Pledged Collateral, or any part thereof, thereof at public or private sale or at any broker’s 's board or on any securities exchange, for cash, upon credit or for future delivery as Lender the Agent shall deem appropriate, subject to Agent's duties owed to Pledgor. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Lender may (in its sole and absolute discretion) determine. Lender shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of the sale of the Collateral may have been given. In case the sale of all or part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid by the purchaser or purchasers thereof, but Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any sale or sales made pursuant to this Section 6(c), Lender may bid for and purchase, free from any claim or right of whatever kind, including any equity of redemption, of Pledgor any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Collateral offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to Lender by Pledgor as a credit against the purchase price; and Lender, upon compliance with the terms of sale, may hold, retain and dispose of the Collateral without further accountability therefor to Pledgor or any third party. Lender The Agent shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Lender the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Pledged Collateral shall be applied first to as set forth in the reasonable costs, expenses and attorneys’ fees incurred by Lender for collection and for acquisition, completion, protection, removal, sale and delivery of the Collateral; second, to interest due upon any of the Secured Obligations; and third, to the principal of the Secured Obligations. If any deficiency shall arise, Pledgor shall remain liable to Lender therefor in accordance with the terms of the Credit Loan Agreement. If any surplus shall remain, Lender shall pay such surplus to the Pledgor.

Right of Sale. Lender The Collateral Agent may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (1a) apply any cash distributions received by Lender the Collateral Agent pursuant to Section 5(c) 7.3 hereof to the Secured Obligations; , and (2b) if following such application there remains outstanding any Secured Obligations, sell the remaining Pledged Collateral, or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Lender the Collateral Agent shall deem appropriate. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Lender may (in its sole and absolute discretion) determine. Lender shall not be obligated to make any sale of the The Collateral if it shall determine not to do so, regardless of the fact that notice of the sale of the Collateral may have been given. In case the sale of all or part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid by the purchaser or purchasers thereof, but Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any sale or sales made pursuant to this Section 6(c), Lender may bid for and purchase, free from any claim or right of whatever kind, including any equity of redemption, of Pledgor any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Collateral offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to Lender by Pledgor as a credit against the purchase price; and Lender, upon compliance with the terms of sale, may hold, retain and dispose of the Collateral without further accountability therefor to Pledgor or any third party. Lender Agent shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Lender the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Pledged Collateral shall be applied first to the actual and reasonable costs, expenses and attorneys’ fees and expenses incurred by Lender the Collateral Agent for collection and for acquisition, completion, protection, removal, sale and delivery of the Pledged Collateral; second, to interest due upon any of the Secured Obligations; and third, then to the principal of Obligations in the Secured Obligationsmanner set forth in the Credit Agreement. If any deficiency shall arise, Pledgor shall remain be liable to Lender therefor in accordance with the terms of the Credit Agreement. If any surplus shall remain, Lender shall pay such surplus to the Pledgortherefor.

Right of Sale. Lender The Agent may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, to the extent permitted by Applicable Law, at any time or times (1a) apply any cash distributions received by Lender the Agent pursuant to Section 5(c) 7.3 hereof to the Secured Obligations; , and (2b) if following such application there remains outstanding any Secured Obligations, sell the remaining Pledged Collateral, or any part thereof, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Lender the Agent shall deem appropriate. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Lender may (in its sole and absolute discretion) determine. Lender shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of the sale of the Collateral may have been given. In case the sale of all or part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid by the purchaser or purchasers thereof, but Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any sale or sales made pursuant to this Section 6(c), Lender may bid for and purchase, free from any claim or right of whatever kind, including any equity of redemption, of Pledgor any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Collateral offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to Lender by Pledgor as a credit against the purchase price; and Lender, upon compliance with the terms of sale, may hold, retain and dispose of the Collateral without further accountability therefor to Pledgor or any third party. Lender The Agent shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Lender the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and each Pledgor hereby waives (waives, to the extent permitted by law) Applicable Law, all rights of redemption, stay and/or appraisal which such Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Pledged Collateral shall be applied first to the reasonable costs, expenses and attorneys’ fees and expenses incurred by Lender the Agent for collection and for acquisition, completion, protection, removal, sale and delivery of the Pledged Collateral; second, to interest due upon any of the Secured Obligations; and third, then to the principal of Obligations in the Secured Obligationsmanner set forth in the Credit and Security Agreement. If any deficiency shall arise, Pledgor Pledgors shall remain be liable therefor. Notwithstanding any provision in this Agreement to Lender therefor the contrary, the Agent waives any right to compel Pledgors to accept or be deemed to have accepted any proposal to accept Collateral in accordance with the terms satisfaction of all or part of the Credit Agreement. If any surplus shall remainObligations under Section 9-620(c)(2)(A)-(C) of the UCC, Lender shall pay such surplus to the Pledgor.as in effect on or after July 1, 2001,

Right of Sale. Lender The Agent may, without demand and without advertisement, notice or legal process of any kind (except as may be required by lawlaw and, in the case of notices, as may be expressly required by the Loan Agreement and this Agreement), all of which Pledgor waivesthe Pledgors waive, at any time or times (1a) apply any cash distributions received by Lender the Agent pursuant to Section 5(c) 5.3 hereof to the Secured Obligations; and (2b) if following such application there remains outstanding any Secured Obligations, sell the remaining Collateral, or any part thereof, at public or private sale or at any broker’s 's board or on any securities exchange, for cash, upon credit or for future delivery as Lender the Agent shall deem appropriate. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Lender the Agent may (in its sole and absolute discretion) determine. Lender The Agent shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of the sale of the Collateral may have been given. In case the sale of all or part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender the Agent until the sale price is paid by the purchaser or purchasers thereof, but Lender the Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any sale or sales made pursuant to this Section 6(c)6.3, the Agent or any Lender may bid for and purchase, free from any claim or right of whatever kind, including any equity of redemption, of Pledgor the Pledgors, or any of them, any such demand, notice, claim, right or equity being hereby expressly waived and released, any or all of the Collateral offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to the Agent or such Lender by Pledgor the Pledgors as a credit against the purchase price; and the Agent or such Lender, upon compliance with the terms of sale, may hold, retain and dispose of the Collateral without further accountability therefor to Pledgor the Pledgors, or any of them, or any third party. Lender The Agent shall be authorized at any sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any sale Lender the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any sale shall hold the property sold absolutely free from any claim or right on the part of Pledgorthe Pledgors, or any of them, and each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which such Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Collateral shall be applied first to the reasonable costs, expenses and attorneys’ ' fees and expenses incurred by Lender the Agent and the Lenders for collection and for acquisition, completion, protection, removal, sale and delivery of the Collateral; second, to interest due upon any of the Secured Obligations; and third, to the principal of the Secured Obligations. If any deficiency shall arise, Pledgor the Pledgors, and each of them, shall remain liable to Lender the Lenders therefor in accordance with the terms of the Credit AgreementLoan Agreement and the Guaranty. If any surplus shall remain, Lender the Agent shall pay such surplus to the PledgorPerson legally entitled thereto.