Sale of the Collateral Clause Samples

Sale of the Collateral. (a) The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 11.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Series 2008-A Notes and this Indenture shall have been paid, whichever occurs later. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. The Trustee may reimburse itself from the proceeds of any sale for the reasonable costs and expenses incurred in connection with such sale. The net proceeds of such sale shall be applied as provided in this Indenture. (b) The Trustee and/or the Collateral Agent (as directed by the Trustee), as applicable, shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Collateral in connection with a Sale thereof, and to take all action necessary to effect such Sale. No purchaser or transferee at such Sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

Sale of the Collateral. With respect to any sale or disposition of any ---------------------- of the Collateral, whether made under the power of sale in this Agreement, under any applicable provisions of the California Commercial Code or other applicable law, or under judgment or order or decree in any judicial proceeding for the foreclosure of Secured Party's security interest or involving the enforcement of this Agreement: A. The Collateral may be sold, resold, assigned or delivered in one or more parcels, at the same or at different times, at public or private sale or at any broker's board or on any securities exchange if publicly traded at the time of the sale, for cash or on credit or for other property, for immediate or future delivery, and at such price(s) and on such terms as Secured Party may determine in its sole discretion, so long as such disposition is commercially reasonable. Without precluding any other methods of sale, the sale of the Collateral shall be deemed made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks or other financial institutions when disposing of similar property. B. Secured Party agrees to give Debtor not less than fifteen (15) business days prior written notice of the time and place of any non-judicial public sale of the Collateral and not less than fifteen (15) days prior written notice of the date after which Secured Party will effect a private sale of the Collateral. Debtor hereby waives any and all other demands, advertisements or notices except as required by law. In the case of any sale at a broker's board or on a securities exchange, the notice required by this subsection B shall identify the board or exchange at which such sale is to be made and the day on which the Collateral (or a portion thereof) will first be offered for sale. Any public sale of any of the Collateral shall be held at such time or times within ordinary business hours at such place or places as Secured Party may state in the notice or publication (if any) of such sale. C. Secured Party shall not be obligated to sell any of the Collateral if it determines not to do so, notwithstanding that notice of a sale of such Collateral may have been given. 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, without further notice, at the time and place id...

Sale of the Collateral. With respect to any sale or disposition of any of the Collateral, whether made under the power of sale in this Agreement, under any applicable provisions of the Florida Uniform Commercial Code or other applicable law, or under judgment or order or decree in any judicial proceeding for the foreclosure of Secured Party’s security interest or involving the enforcement of this Agreement: (a) Any notification required by law with respect to the time and place of such sale or disposition shall be deemed reasonable if given at least five (5) days before the time thereof, but notice given in any other reasonable manner shall also be sufficient. Without precluding any other methods of sale, the sale of the Collateral shall be deemed made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks or other financial institutions when disposing of similar property. (b) Secured Party may, to the fullest extent permitted by applicable law, bid for and purchase all the Collateral in a commercially reasonable manner, and upon compliance with the terms of sale may hold, retain and possess and dispose of the same in its own absolute right without further accountability. (c) Secured Party may make and deliver to the purchaser(s) of any of the Collateral a good and sufficient deed, b▇▇▇ of sale and/or instrument of assignment and transfer. Secured Party is hereby irrevocably appointed Debtor’s true and lawful attorney-in-fact (which appointment is coupled with an interest) in Debtor’s name and stead, with power of substitution, to make all necessary deeds, bills of sale, endorsements and instruments of assignment and transfer of the Collateral thus sold, and for such other purposes as Secured Party may deem necessary or desirable to effectuate the provisions of this Agreement or any other Loan Document. If so requested by Secured Party or by any other person, Debtor shall ratify and confirm the acts of Secured Party (and/or any substitute) as Debtor’s attorney-in-fact. (d) To the extent that Debtor may lawfully do so, Debtor agrees not at any time nor in any manner to insist upon, plead, claim or take the benefit or advantage of any appraisement, valuation, stay, extension or redemption laws, or any law permitting Debtor to direct the order in which all or any part of the Collateral shall be sold, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement.

Sale of the Collateral. The Borrower will not sell, exchange, lease (except for leases acceptable to the Bank), assign, transfer, convey or otherwise dispose of any of the Collateral or any part thereof, except for the sale or other disposition of equipment in the ordinary course of business.

Sale of the Collateral. In the event the Bank determines that the ---------------------- Collateral should be sold to satisfy all or any part of the Obligations, the Bank may dispose of the Collateral in whole or in part at public or private sale, and any notice required to be given shall be given in accordance with Section 7.4 herein at least five (5) days before the proposed sale. The parties agree said notice shall be reasonable, provided, however, the Bank need not give such notice with respect to Collateral which is perishable or threatens to decline speedily in value or is a type customarily sold on a recognized market. At any such sale the Bank may purchase the Collateral free from, and discharged of all trusts, claims, rights of redemption and equities of the Company, all of which are hereby waived and released. The Company shall remain liable for any deficiency resulting from any sale of the Collateral and shall pay such deficiency promptly on the Bank's demand.

Sale of the Collateral. Upon and after the occurrence of an Event of Default, Agent shall be permitted to sell, lease or otherwise dispose of the Collateral in accordance with the terms of the Loan Documents and applicable law. Borrower and Guarantors hereby consent and agree to such sale, lease or other disposition of the Collateral by Agent. Borrower and the Guarantors hereby waive, renounce and forever relinquish all rights to notice prior to disposition of the Collateral required by the Loan Documents, and all rights that are waivable under Article 9 of the Uniform Commercial Code, as enacted in any applicable state (and similar provisions of any applicable law of any other jurisdiction), whether such rights are waivable before or after default, including, without limitation, those rights with respect to the compulsory disposition of collateral and with respect to redemption of collateral, and the right to notice of any disposition of the Collateral. Borrower and Guarantors further waive and forever relinquish any and every right of redemption, including any statutory right of redemption, any equitable right of redemption, and any other right of redemption that may exist. This paragraph and the irrevocable waivers contained herein shall survive the termination of this Amendment and the Loan Documents.

Sale of the Collateral. In the event the Agent determines that the Collateral should be sold to satisfy all or any part of the Obligations, the Agent may dispose of the Collateral in whole or in part at public or private sale, and any notice required to be given shall be given in accordance with Section 7.4 herein at least ten (10) days before the proposed sale. The parties agree said notice shall be reasonable, provided, however, the Agent need not give such notice with respect to Collateral which is perishable or threatens to decline speedily in value or is a type customarily sold on a recognized market. At any such sale the Agent may purchase the Collateral free from, and discharged of all trusts, claims, rights of redemption and equities of the Company, all of which are hereby waived and released. The Company shall remain liable for any deficiency resulting from any sale of the Collateral and shall pay such deficiency promptly on the Agent's demand.

Sale of the Collateral. Obligor covenants that for so long as any part of the Obligations remain outstanding, it shall not permit any of the Equipment, Inventory, Account Receivables (except for such Inventory or Accounts Receivables as is sold in the regular course of business or consigned inventory and Equipment being repaired or in transit) to be located at any other location, other than where it was sold, without giving Secured Party at least thirty (30) days' prior written notice and without prior thereto complying with all action required by Section 6.

Sale of the Collateral. In the event that Grant Recipient wishes to sell the Collateral to a third party, Grant Recipient shall (1) provide written notice regarding same to Secured Party not less than ten (10) business days prior to such sale, and (2) either (i) apply the proceeds of the sale to purchase replacement equipment that will be used to enable Grant Recipient to continue to perform the Obligations, in which event the replacement equipment shall be deemed to be Collateral hereunder and Grant Recipient shall provide to Secured Party within ten (10) business days of the sale an amendment to the financing statements setting forth a revised description of the replacement equipment, or (ii) pay to Secured Party out of the proceeds of the sale an amount equal to the original amount of the Grant, in which event this Agreement shall terminate and no longer be of any force or effect.