Common use of Disposition of the Collateral Clause in Contracts

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral may, but only by the Administrative Agent, 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 Administrative Agent, may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market). Any such sale, lease or other disposition may be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may be so adjourned. To the extent permitted by any such requirement of law, the Administrative Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase price) of the Collateral or any item thereof, offered for disposition in accordance with this Section 6.02 without accountability to the Pledgor. If, under applicable law, the Administrative Agent shall be permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor as hereinabove specified, the Administrative Agent need give the Pledgor only such notice of disposition as shall be required by such applicable law. The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgor’s expense.

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral may, but only by the Administrative Agent, may be sold, assigned, leased assigned 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 Administrative Agent or the Collateral Agent, at the direction of the Administrative Agent, may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market). Any such sale, lease or other disposition may be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Agent maymay direct the Collateral Agent, without notice or publication, to adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may be so adjourned. To the extent permitted by any such requirement of law, the Collateral Agent, at the direction of the Administrative Agent Agent, may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor respective Grantor against the purchase price) of the such Grantor’s Collateral or any item thereof, offered for disposition in accordance with this Section 6.02 8.02 without accountability to the Pledgorrelevant Grantor. If, under applicable law, the Administrative Collateral Agent shall be permitted to make disposition of the such Grantor’s Collateral within a period of time which does not permit the giving of notice to the Pledgor relevant Grantor as hereinabove specified, the Administrative Collateral Agent need give the Pledgor such Grantor only such notice of disposition as shall be required by such applicable law. The Pledgor Each Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the such Grantor’s Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgorsuch Grantor’s expense. Any direction given by the Administrative Agent hereunder shall be in writing.

Disposition of the Collateral. If any Upon the occurrence and continuance of a Default or an Event of Default shall have occurred and be continuingprovided such action is consistent with Section 12 of the Credit Agreement, then any Collateral may, but only by transferred into the Administrative Agent, 's name under or pursuant to SECTION 7.1 and any other Collateral whether or not so transferred into the Administrative Agent's 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 Administrative Agent, Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (includingreasonable. Any of the Collateral may be sold, without limitationleased or otherwise disposed of, on in the NYSE or any other established market)condition in which the same existed when taken by the Administrative Agent. Any such sale, lease disposition that shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than five days' written notice to such Pledgor specifying the time at which such disposition may is to be effected by means made and the intended sale price or other consideration therefor, and shall be subject, for the five days after the giving of such notice, to the right of the relevant Pledgor or any nominee of the relevant Pledgor to acquire the Collateral involved at a price or for such other consideration at least equal to the offered sale price or other consideration so specified. Any such disposition that shall be a public disposition or private disposition, effected in accordance with the applicable sale permitted by such requirements (in each case if and shall be made upon not less than five days' written notice to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at relevant Pledgor specifying the time and place fixed for of such sale and, in the dispositionabsence of applicable requirements of law, and shall be by public auction (that may, at the Administrative Agent's option, be subject to reserve), after publication of notice of such disposition may be made at any time or place to which auction not less than five days prior thereto in two newspapers in general circulation in the disposition may be so adjournedcity where such Collateral is located. To the extent permitted by any such requirement of law, the Administrative Agent may bid for and become the purchaser (and may pay all by bidding in Obligations or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase priceotherwise) of the Collateral or any item thereof, offered for disposition sale in accordance with this Section 6.02 SECTION 7.2 without accountability to the Pledgorrelevant Pledgor (except to the extent of surplus money received as provided in SECTION 7.4). If, under mandatory requirements of applicable law, the Administrative Agent shall be permitted required to make disposition of the Collateral within a period of time which that does not permit the giving of notice to the Pledgor as hereinabove specified, the Administrative Agent need give the relevant Pledgor only such notice of disposition as shall be required by reasonably practicable in view of such mandatory requirements of applicable law. The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgor’s expense.

Disposition of the Collateral. If any Event (a) Any Collateral repossessed by AES Red Oak pursuant to and in accordance with Section 6.1 of Default shall have occurred and be continuingthis Agreement, then any Collateral may, but only by the Administrative Agent, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entiretyof, and without the necessity of gathering at the place of sale the property to be soldin general, and in general in such manner, at such time or timestime, at such place or places and on such terms as AES Red Oak may fix in the Administrative Agentnotice of sale described below. Any of the Collateral may be sold, may, leased or otherwise disposed of in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market)manner. Any such sale, lease or other disposition may shall be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private sale upon not less than 10 days' written notice (which AES URC agrees is reasonable notification) to AES URC specifying the time at which such disposition or cause the same is to be adjourned from time to time by announcement at made and the time intended sale or offering price or other consideration therefor, and place fixed shall be subject, for the disposition10 days after the giving of such notice, and to the right of AES URC to acquire the Collateral at a price or for such disposition may be made other consideration at any time least equal to the intended sale or place to which the disposition may be offering price or other consideration so adjournedspecified. To the extent permitted by any such requirement of lawApplicable Law, the Administrative Agent AES Red Oak may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase price) of the Collateral or any item thereof, offered for disposition sale in accordance with this Section 6.02 without accountability to the Pledgor6.2. If, under applicable lawmandatory requirements of Applicable Law, the Administrative Agent AES Red Oak shall be permitted required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor AES URC as hereinabove specified, the Administrative Agent need then AES Red Oak shall only be required to give the Pledgor only AES URC such notice of disposition as shall be required reasonably practicable in view of such mandatory requirements of Applicable Law. In lieu of exercising the power of sale hereunder, AES Red Oak may proceed by such applicable law. The Pledgor agrees a suit at law or in equity to do or cause to be done all such other acts foreclose the pledge and things as may be reasonably necessary to make such disposition or dispositions of all security interest under this Agreement and sell the Collateral or any portion thereof under a judgment or decree of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state a court or federal securities laws), regulations, orders, writs, injunctions, decrees or awards courts of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor’s expensecompetent jurisdiction.

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral may, but only Any collateral repossessed by the Administrative Agent under or pursuant to Section VA and any other Collateral whether or not so repossessed by the 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 general, in such manner, at such time or times, at such place or places and on such terms as the Administrative Agent, Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (includingreasonable. Any of the Collateral may be sold, without limitationleased or otherwise disposed of, on in the NYSE condition in which the same existed when taken by Agent or after any other established market)overhaul or repair which the Agent shall determine to be commercially reasonable. Any such sale, lease disposition which shall be a private sale or other private proceedings permitted by such requirements, shall be made upon not less than ten (10) days' written notice to the Debtor specifying the time at which such disposition may is to be effected by means made and the intended sale price or other consideration therefor, and shall be subject, for the ten (10) days after the giving of such notice, to the right of the Debtor or any nominee of 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 disposition or private dispositionsale permitted by such requirements, effected in accordance with the applicable requirements shall be made upon not less than ten (in each case if and 10) days' written notice to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at Debtor specifying the time and place fixed for of such sale and, in the dispositionabsence of applicable requirements of law, and shall be by public auction (which may, at the option of the Secured Parties, after publication of notice of such disposition auction not less than ten (10) days prior thereto in two (2) newspapers in general circulation in the City of New York, as the Agent may be made at any time or place to which the disposition may be so adjourneddetermine. To the extent permitted by any such requirement of law, the Administrative Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase price) of the Collateral or any item thereof, offered for disposition sale in accordance with this Section 6.02 without accountability to the PledgorDebtor (except to the extent of surplus money received). If, under mandatory requirements of applicable law, the Administrative Agent shall be permitted required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor Debtor as hereinabove specified, the Administrative Agent need give the Pledgor Debtor only such notice of disposition as shall be required by reasonably practicable in view of such mandatory requirements of applicable law. The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgor’s expense.

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any (a) Any Collateral may, but only repossessed by the Administrative Collateral Agent pursuant to and in accordance with Section 6.1, 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 entiretyof, and without the necessity of gathering at the place of sale the property to be soldin general, and in general in such manner, at such time or timestime, at such place or places and on such terms as the Administrative AgentCollateral Agent may fix in the notice of sale described below. Any of the Collateral may be sold, may, leased or otherwise disposed of in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market)manner. Any such sale, lease or other disposition may shall be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private sale upon not less than 10 days' written notice (which the Company agrees is reasonable notification) to the Company specifying the time at which such disposition or cause the same is to be adjourned from time to time by announcement at made and the time intended sale or offering price or other consideration therefor, and place fixed shall be subject, for the disposition10 days after the giving of such notice, and to the right of the Company to acquire the Collateral at a price or for such disposition may be made other consideration at any time least equal to the intended sale or place to which the disposition may be offering price or other consideration so adjournedspecified. To the extent permitted by any such requirement of applicable law, the Administrative Collateral Agent on behalf of the Senior Parties may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase price) of the Collateral or any item thereof, offered for disposition sale in accordance with this Section 6.02 without accountability to the Pledgor6.2. If, under mandatory requirements of applicable law, the Administrative Collateral Agent shall be permitted required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor Company as hereinabove specified, then the Administrative Collateral Agent need shall only be required to give the Pledgor only Company such notice of disposition as shall be required by reasonably practicable in view of such mandatory requirements of applicable law. The Pledgor agrees In lieu of exercising the power of sale hereunder, the Collateral Agent may proceed by a suit at law or in equity to do or cause to be done all such other acts foreclose the pledge and things as may be reasonably necessary to make such disposition or dispositions of all security interest under this Agreement and sell the Collateral or any portion thereof under a judgment or decree of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state a court or federal securities laws), regulations, orders, writs, injunctions, decrees or awards courts of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor’s expensecompetent jurisdiction.

Disposition of the Collateral. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingprovided such action is consistent with Section 12 of the Credit Agreement, then any Collateral may, but only repossessed by the Administrative Agent, Agent under or pursuant to SECTION 6.1 and any other Collateral whether or not so repossessed by the 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 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 Administrative Agent, Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (includingreasonable. Any of the Collateral may be sold, without limitationleased or otherwise disposed of, on in the NYSE condition in which the same existed when taken by the Administrative Agent or after any other established market)overhaul or repair that the Administrative Agent shall determine to be commercially reasonable. Any such sale, lease disposition that shall be a private sale or other private proceedings permitted by such requirements shall be made upon not less than five days' written notice to such Grantor specifying the time at which such disposition may is to be effected by means made and the intended sale price or other consideration therefor, and shall be subject, for the five days after the giving of such notice, to the right of the relevant Grantor or any nominee of the relevant Grantor to acquire the Collateral involved at a price or for such other consideration at least equal to the offered sale price or other consideration so specified. Any such disposition that shall be a public disposition or private disposition, effected in accordance with the applicable sale permitted by such requirements (in each case if and shall be made upon not less than five days' written notice to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at relevant Grantor specifying the time and place fixed for of such sale and, in the dispositionabsence of applicable requirements of law, and shall be by public auction (that may, at the Administrative Agent's option, be subject to reserve), after publication of notice of such disposition may be made at any time or place to which auction not less than five days prior thereto in two newspapers in general circulation in the disposition may be so adjournedcity where such Collateral is located. To the extent permitted by any such requirement of law, the Administrative Agent may bid for and become the purchaser (and may pay all by bidding in Obligations or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase priceotherwise) of the Collateral or any item thereof, offered for disposition sale in accordance with this Section 6.02 SECTION 6.2 without accountability to the Pledgorrelevant Grantor (except to the extent of surplus money received as provided in SECTION 6.4). If, under mandatory requirements of applicable law, the Administrative Agent shall be permitted required to make disposition of the Collateral within a period of time which that does not permit the giving of notice to the Pledgor Grantor as hereinabove specified, the Administrative Agent need give the Pledgor relevant Grantor only such notice of disposition as shall be required by reasonably practicable in view of such mandatory requirements of applicable law. The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgor’s expense.

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any (a) Any Collateral may, but only repossessed by the Administrative AgentCollateral Agent pursuant to and in accordance with the Collateral Agency Agreement or Section 6.1 of this Agreement, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entiretyof, and without the necessity of gathering at the place of sale the property to be soldin general, and in general in such manner, at such time or timestime, at such place or places and on such terms as the Administrative AgentCollateral Agent may fix in the notice of sale described below. Any of the Collateral may be sold, may, leased or otherwise disposed of in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market)manner. Any such sale, lease or other disposition may shall be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private sale upon not less than 10 days' written notice (which the Company agrees is reasonable notification) to the Company specifying the time at which such disposition or cause the same is to be adjourned from time to time by announcement at made and the time intended sale or offering price or other consideration therefor, and place fixed shall be subject, for the disposition10 days after the giving of such notice, and to the right of the Company to acquire the Collateral at a price or for such disposition may be made other consideration at any time least equal to the intended sale or place to which the disposition may be offering price or other consideration so adjournedspecified. To the extent permitted by any such requirement of lawApplicable Law, the Administrative Collateral Agent on behalf of the Senior Parties may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase price) of the Collateral or any item thereof, offered for disposition sale in accordance with this Section 6.02 without accountability to the Pledgor6.2. If, under applicable lawmandatory requirements of Applicable Law, the Administrative Collateral Agent shall be permitted required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor Company as hereinabove specified, then the Administrative Collateral Agent need shall only be required to give the Pledgor only Company such notice of disposition as shall be required reasonably practicable in view of such mandatory requirements of Applicable Law. In lieu of exercising the power of sale hereunder, the Collateral Agent may proceed by such applicable law. The Pledgor agrees a suit at law or in equity to do or cause to be done all such other acts foreclose the pledge and things as may be reasonably necessary to make such disposition or dispositions of all security interest under this Agreement and sell the Collateral or any portion thereof under a judgment or decree of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state a court or federal securities laws), regulations, orders, writs, injunctions, decrees or awards courts of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Pledgor’s expensecompetent jurisdiction.

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral may, but only by the Administrative Agent, may be sold, assigned, leased assigned 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 Administrative Agent, Agent or the Collateral Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market). Any such sale, lease or other disposition may be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may be so adjourned. To the extent permitted by any such requirement of law, the Administrative Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor respective Grantor against the purchase price) of the such Grantor’s Collateral or any item thereof, offered for disposition in accordance with this Section 6.02 8.02 without accountability to the Pledgorrelevant Grantor. If, under applicable law, the Administrative Collateral Agent shall be permitted to make disposition of the such Grantor’s Collateral within a period of time which does not permit the giving of notice to the Pledgor relevant Grantor as hereinabove specified, the Administrative Collateral Agent need give the Pledgor such Grantor only such notice of disposition as shall be required by such applicable law. The Pledgor Each Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the such Grantor’s Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgorsuch Grantor’s expense.

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 may, but only repossessed by the Administrative Agent under or pursuant to Section 8.1 and any other Collateral whether or not so repossessed by the Administrative Agent, may be 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 Administrative Agent, 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 Administrative Agent or after any overhaul or repair which the Administrative Agent shall determine to be commercially reasonable. Except in the case of any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, (i) in the case of any such disposition which shall be a private sale or other private proceedings permitted by such requirements, such sale shall be made upon not less than ten days’ written notice to such Grantor (which such Grantor acknowledges is reasonable (includingnotice) specifying the time at which such disposition is to be made and the intended sale price or other consideration therefor, without limitationand shall be subject, on for the NYSE ten days after the giving of such notice, to the right of the relevant Grantor or any nominee of the relevant Grantor to acquire the Collateral involved at a price or for such other established market). Any such sale, lease consideration at least equal to the intended sale price or other consideration so specified, and (ii) in the case of any such disposition may which shall be effected by means of a public disposition or private dispositionsale permitted by such requirements, effected in accordance with the applicable requirements (in each case if and such sale shall be made upon not less than ten days’ written notice to the extent applicable) of Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements of applicable law as may apply to the respective disposition. The Administrative Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at relevant Grantor specifying the time and place fixed for of such sale and, in the dispositionabsence of applicable requirements of law, and shall be by public auction (which may, at the Administrative Agent’s sole option, be subject to reserve), after publication of notice of such disposition may be made at any time or place to which auction not less than ten days prior thereto in two newspapers in general circulation in the disposition may be so adjournedcity where such Collateral is located. To the extent permitted by any such requirement of law, the Administrative Agent on behalf of the Secured Creditors (or certain of them) may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting bidding in Secured Obligations of the Pledgor against the purchase priceor otherwise) of the Collateral or any item thereof, thereof offered for disposition sale in accordance with this Section 6.02 without accountability to the Pledgorrelevant Grantor (except to the extent of surplus money received as provided in Section 8.5). If, Unless so obligated under mandatory requirements of applicable law, the Administrative Agent shall not be permitted required to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor Grantor as hereinabove specified, the . The Administrative Agent need give the Pledgor relevant Grantor only such notice of disposition as the Administrative Agent shall deem to be required by reasonably practicable in view of such mandatory requirements of applicable law. The Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgor’s expense.

Disposition of the Collateral. If any Event of Declared Default shall have occurred and be continuing, then any Collateral may, but only repossessed by the Administrative AgentSecured Party under or pursuant to Section 7.1 hereof and any other Collateral whether or not so repossessed by the Secured 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 Administrative Agent, Secured Party may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE 12 or any other established market). Any such sale, lease or other disposition may be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Agent Secured Party may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may be so adjourned. To the extent permitted by any such requirement of law, the Administrative Agent Secured Party may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor against the purchase price) of the Collateral or any item thereof, offered for disposition in accordance with this Section 6.02 7.2 without accountability to the Pledgor. If, under applicable law, the Administrative Agent shall be permitted to make disposition of the Collateral within a period of time which does not permit the giving of notice to the Pledgor as hereinabove specified, the Administrative Agent need give the Pledgor only such notice of disposition as shall be required by such applicable lawGrantor. The Pledgor Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgor’s Grantor's expense.

Disposition of the Collateral. If any Event of Default shall have occurred and be continuing, then any Collateral may, but only by the Administrative Agent, may be sold, assigned, leased assigned 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 Administrative Agent, Agent or the Collateral Agent may, in Back to Contents compliance with any mandatory requirements of applicable law, determine to be commercially reasonable (including, without limitation, on the NYSE or any other established market). Any such sale, lease or other disposition may be effected by means of a public disposition or private 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 of applicable law as may apply to the respective disposition. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private disposition or cause the same to be adjourned from time to time by announcement at the time and place fixed for the disposition, and such disposition may be made at any time or place to which the disposition may be so adjourned. To the extent permitted by any such requirement of law, the Administrative Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the purchase price by crediting Secured Obligations of the Pledgor respective Grantor against the purchase price) of the such Grantor’s Collateral or any item thereof, offered for disposition in accordance with this Section 6.02 8.02 without accountability to the Pledgorrelevant Grantor. If, under applicable law, the Administrative Collateral Agent shall be permitted to make disposition of the such Grantor’s Collateral within a period of time which does not permit the giving of notice to the Pledgor relevant Grantor as hereinabove specified, the Administrative Collateral Agent need give the Pledgor such Grantor only such notice of disposition as shall be required by such applicable law. The Pledgor Each Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the such Grantor’s Collateral valid and binding and in compliance with any and all applicable laws (including, without limitation, any state or federal securities 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 the Pledgorsuch Grantor’s expense.