Common use of Sale of the Collateral Clause in Contracts

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. With respect (i) If an Event of Default shall have occurred and be continuing, the Management Company may, without being required to give any notice (except as may otherwise be required by this Agreement or by Applicable Law), sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Management Company may deem satisfactory. The Management Company may be the purchaser of any or all of the Collateral so sold at any public sale, or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale. The PC will execute and deliver such documents and take such other action as the Management Company deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Management Company shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser thereof. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any Lien or other claim or right of whatever kind, including any equity or right of redemption of the PC which may be waived, and the PC, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted or adopted (as well as any rights to exoneration, subrogation or reimbursement arising at law, in equity or otherwise). (ii) The Management Company shall give the PC not less than ten (10) days' prior written notice of the time and place of any such sale or other intended disposition of any of the Collateral, whether made under except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market, and the power of sale in this AgreementPC agrees that such notice constitutes "reasonable notification" within the meaning of, under any and for all purposes of, the 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 UCC. Any notice of Secured Party’s security interest or involving the enforcement of this Agreement: (a) Any notification such sale required by law with respect to this Agreement shall, in case of a public sale, state the time and place fixed for such sale, and in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Management Company may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Management Company may determine. The Management Company shall not be obligated to make any such sale pursuant to any such notice. The Management Company may, without notice or publication, adjourn any public or private sale or disposition shall cause the same to be deemed reasonable if given adjourned from time to time by announcement 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 and place fixed for the 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 such 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 be made at any time nor in any manner or place to insist upon, plead, claim or take which the benefit or advantage same may be so adjourned. In the case of any appraisement, valuation, stay, extension or redemption laws, or any law permitting Debtor to direct the order in which sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Management Company until the selling price is paid by the purchaser thereof, but the Management Company shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold, which may delay, prevent or otherwise affect the performance or enforcement of sold as permitted by and in accordance with this Agreement, including the application of proceeds as set forth herein.

Sale of the Collateral. With respect (i) In addition to any sale all rights and remedies under this Loan Agreement or disposition of any otherwise, the Lenders and the Administrative Agent shall have all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be cumulative. Without limiting the generality of the Collateralforegoing, whether on and after the occurrence of an Event of Default that is not waived in writing by the Required Lenders, the Administrative Agent (on behalf of the Secured Parties and at the direction of the Required Lenders) may without being required to give any notice (except as herein provided or as may be required by mandatory provisions of law), sell the Collateral or any part thereof in any commercially reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders and at such price or prices as the Required Lenders may deem satisfactory. Any Lender or the Administrative Agent may participate as a bidder in any such sale and the Administrative Agent and/or the Lenders may credit bid in such sale. The Borrower will execute and deliver such documents and take such other action as the Administrative Agent reasonably deems necessary or advisable in order that any such sale may be made in compliance with Applicable Law. Upon any such sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (ii) If any such sale is consummated prior to the Partial Repayment Date, after deduction of payment for the outstanding principal balance of Advances plus accrued but unpaid interest thereon plus all other Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubt, the Amortization Shortfall Amounts for all of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds of such sale as follows: (i) first, into the Borrower Account, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances and (B) the Borrower’s Total Investment in the Pledged Policies, less, in each case, all amounts previously distributed pursuant to Clauses “Seventh,” “Ninth” and “Tenth” of Section 5.2(b), Clauses “Ninth,” “Thirteenth” and “Fourteenth” of Section 5.2(c) and Clauses “Eighth” and “Ninth” of Section 5.2(e), (ii) second, deposit an amount equal to the product of (X) the Participation Interest Percentage and (Y) the remaining amount of such proceeds, into the Participation Interest Account as payment by the Borrower for the Participation Interest for the Pledged Policies subject to such sale, (iii) third, deposit the aggregate unpaid Participation Interest Shortfall Amounts for all of the Shortfall Pledged Policies into the Participation Interest Account and (iv) fourth, deposit any remaining amount into the Borrower Account. (iii) If any such sale is consummated on or after the Partial Repayment Date, after deduction of payment for the outstanding Obligations owing by the Borrower (excluding the Aggregate Participation Interest and including, for the avoidance of doubt, the Amortization Shortfall Amounts for all of the Shortfall Pledged Policies that remain unpaid), the Administrative Agent shall distribute the remaining proceeds of such sale as follows: (i) first, into the Borrower Account, an amount equal to the lesser of (A) the Initial Advance plus all Additional Policy Advances and (B) the Borrower’s Total Investment in the Pledged Policies, less, in each case, all amounts previously distributed pursuant to Clauses “Seventh,” “Ninth” and “Tenth” of Section 5.2(b), Clauses “Ninth,” “Thirteenth” and “Fourteenth” of Section 5.2(c) and Clauses “Eighth” and “Ninth” of Section 5.2(e), (ii) second, deposit an amount equal to the product of (X) the Participation Interest Percentage and (Y) the remaining amount of such proceeds, into the Participation Interest Account as payment by the Borrower for the Participation Interest for the Pledged Policies subject to such sale, (iii) third, deposit the aggregate unpaid Participation Interest Shortfall Amounts for all of the Shortfall Pledged Policies into the Participation Interest Account and (iv) fourth, deposit any remaining amount into the Borrower Account. (iv) Any such sale under this Section 10.2(c), other than a sale consummated pursuant to a credit bid made by the Administrative Agent or a Lender, shall be for cash. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower which may be waived, and the Borrower, to the extent permitted by Applicable Law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The Administrative Agent at the direction of the Required Lenders, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in this Agreement, under any applicable provisions of equity to foreclose the Florida Uniform Commercial Code or other applicable law, or under judgment or order or decree security interests 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 and sell 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 lawsCollateral, or any law permitting Debtor to direct the order in which all portion thereof, under a judgment or any part decree of the Collateral shall be sold, which may delay, prevent a court or otherwise affect the performance or enforcement courts of this Agreementcompetent jurisdiction.

Sale of the Collateral. With respect (a) If an Event of Default shall have occurred and be continuing, the PC may, without being required to give any notice (except as may otherwise be required by this Agreement or by Applicable Law), sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the PC may deem satisfactory. The PC may be the purchaser of any or all of the Collateral so sold at any public sale, or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale. The Management Company will execute and deliver such documents and take such other action as the PC deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the PC shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser thereof. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any Lien or other claim or right of whatever kind, including any equity or right of redemption of the Management Company which may be waived, and the Management Company, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted or adopted (as well as any rights to exoneration, subrogation or reimbursement arising at law, in equity or otherwise). (b) The PC shall give the Management Company not less than ten (10) days' prior written notice of the time and place of any such sale or other intended disposition of any of the Collateral, whether made under except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market, and the power of sale in this AgreementManagement Company agrees that such notice constitutes "reasonable notification" within the meaning of, under any and for all purposes of, the 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 UCC. Any notice of Secured Party’s security interest or involving the enforcement of this Agreement: (a) Any notification such sale required by law with respect to this Agreement shall, in case of a public sale, state the time and place fixed for such sale, and in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the PC may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the PC may determine. The PC shall not be obligated to make any such sale pursuant to any such notice. The PC may, without notice or publication, adjourn any public or private sale or disposition shall cause the same to be deemed reasonable if given adjourned from time to time by announcement 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 and place fixed for the 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 such 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 be made at any time nor in any manner or place to insist upon, plead, claim or take which the benefit or advantage same may be so adjourned. In the case of any appraisement, valuation, stay, extension or redemption laws, or any law permitting Debtor to direct the order in which sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the PC until the selling price is paid by the purchaser thereof, but the PC shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold, which may delay, prevent or otherwise affect the performance or enforcement of sold as permitted by and in accordance with this Agreement, including the application of proceeds as set forth herein.

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 the Secured Party’s 's security interest or involving the enforcement of this Agreement: (a) Any notification required by law with respect The Collateral may be sold, resold, assigned or delivered, at the same or at different times, at public or private sale for cash or on credit or for other property, for immediate or future delivery, and at such price and on such terms as the Secured Party may determine in its sole discretion, so long as such disposition is commercially reasonable. (b) The Secured Party agrees to give the Pledgor not less than five (5) days prior written notice of the time and place of such any non-judicial public sale or disposition shall be deemed reasonable if given at least of the Collateral and not less than five (5) days before prior written notice of the date after which the Secured Party will effect a private sale of the Collateral. The Pledgor hereby waives any and all other demands, advertisements or notices except as required by law. Any public sale of any of the Collateral shall be held at such place or places as the Secured Party may state in the notice or publication (if any) of such sale. (c) The 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. The 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 thereof, but notice given in any other reasonable manner shall also be sufficient. Without precluding any other methods of and place fixed for the sale, and such sale may be made, without further notice, at the time and place identified in such announcement. (d) A sale of the Collateral shall divest all right, title, interest, equity, redemption, claim and demand whatsoever of the Pledgor in and to the Collateral sold and shall be deemed made a perpetual bar both at law and in a commercially reasonable manner if conducted in conformity with reasonable commercial practices equity against the Pledgor and the Pledgor's successors and assigns, and against any and all persons claiming or who may claim all or any part of banks the Collateral from, through or other financial institutions when disposing under any of similar propertythem. (be) The 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 accountabilityright. (cf) To the fullest extent permitted by law, the Pledgor hereby waives any claims against the Secured Party arising with respect to any decrease in the market value of the Collateral during the period held for sale, or arising by reason of the possibility that the price at which the Collateral may have been sold was less than the price that might have been obtained had the sale been otherwise effected. (g) The Secured Party shall have no obligation whatsoever to resort first to any other security which the Secured Party may make and deliver hold for the Obligations. The Secured Party shall not incur any liability to the purchaser(s) Pledgor as a result of the sale of any Collateral at any private sale conducted in a commercially reasonable manner, or as a result of any failure to sell or offer for sale the Collateral for any reason whatsoever or to exercise any other right, privilege, option or power to the fullest extent permitted by law granted to the Secured Party hereunder. (h) After deducting all costs and expenses of every kind for taking, retaking, care, safekeeping, collecting, holding, preparing for sale, selling, delivering and the like (including legal costs, insurance, commission for sale, and reasonable attorney's fees) and all other charges against the Collateral, the Secured Party shall apply the residue of the Collateral a good proceeds of any such sale or other disposition against any and sufficient deedall amounts remaining unpaid under the Obligations, b▇▇▇ all in such order 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 priority as 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-factdetermine in its sole discretion. (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.