Common use of Collateral Sale or Other Disposition Clause in Contracts

Collateral Sale or Other Disposition. (a) During the continuance of an Event of Default, Administrative Agent, on behalf of the Secured Parties, shall have the right (subject to Section 11.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Law. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Law. (b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any Secured Party shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower is liable pursuant to the Credit Agreement (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.05

Collateral Sale or Other Disposition. (ai) During the continuance of When an Event of DefaultDefault exists, the Administrative Agent, on behalf of the Secured Parties, shall shall, subject to applicable Laws, have the right (subject to Section 11.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as the Administrative Agent may deem commercially reasonable, with Borrower the Fund hereby waiving all rights, if any, to require the Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable LawLaws. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time the Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of the Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Lawplace. (bii) In case of any sale by the Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete but reasonable discretion of the Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by the Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but but, in the absence of gross negligence, bad faith or willful misconduct by the Administrative Agent or any Secured Party, neither the Administrative Agent nor any other Secured Party shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower is liable pursuant to the Credit Agreement (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by the Administrative Agent or the any other Secured PartiesParty, or both, to the extent due and payable ) in accordance with Section 11.04 of the Credit Agreement), the Administrative Agent shall apply the remaining balance residue of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0511.04

Collateral Sale or Other Disposition. (ai) During the continuance of When an Event of DefaultDefault exists, Administrative Agent, on behalf to the extent permitted by the terms of the Secured Partiesapplicable subscription agreement of the Defaulting Investors, the LP Agreement and this Agreement, shall have the right (subject to Section 11.03 10.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower Fund and General Partner hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Lawlaw. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Lawplace. (bii) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any Secured Party shall not incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower Fund is liable pursuant to the Credit Agreement hereto (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable provided in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance remainder of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0510.05 of the Credit Agreement. Administrative Agent shall not incur any liability as a result of the sale of the Collateral at any private sale or sales conducted in accordance with applicable law.

Collateral Sale or Other Disposition. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, Administrative Agent, on behalf of the Secured Parties, shall have the right (subject to Section 11.03 10.03 of the Credit AgreementAgreement and solely for the purpose of repaying the Obligations) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower Fund [and Managing Entity] hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Lawlaw. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Lawplace. (b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any Secured Party Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower Fund is liable pursuant to the Credit Agreement (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable provided in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance remainder of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0510.05

Collateral Sale or Other Disposition. (ai) During the continuance of When an Event of DefaultDefault exists, Administrative Agent, on behalf of the Secured Parties, shall shall, subject to Applicable Law, have the right (subject to Section 11.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower the Fund hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Law. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Lawplace. (bii) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete but reasonable discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but but, in the absence of gross negligence, bad faith or willful misconduct by Administrative Agent or any Secured Party, neither Administrative Agent nor any other Secured Party shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower is liable pursuant to the Credit Agreement (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the any other Secured PartiesParty, or both, to the extent due and payable ) in accordance with Section 11.04 of the Credit Agreement), Administrative Agent shall apply the remaining balance residue of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0511.04

Collateral Sale or Other Disposition. (a) During the continuance of When an Event of DefaultDefault exists, Administrative Agent, on behalf of the Secured Parties, shall have the right (subject to Section 11.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower Fund and General Partner hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Lawlaw. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place place. Administrative Agent shall give Fund and General Partner reasonable notice of such change has been provided in accordance with applicable Lawchange. (b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any the Secured Party Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower is liable pursuant to the Credit Agreement of every kind (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance residue of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0511.04 of the Credit Agreement (including the return of any excess proceeds to Fund or Borrower, as applicable). If the proceeds of any sale, disposition or other remedy are insufficient to pay the Obligations in full, Fund shall remain liable for any deficiency and the reasonable fees of any attorney employed by Administrative Agent or any the Secured Party to collect. Neither Administrative Agent nor the Secured Parties shall incur any liability as a result of the sale of the Collateral at any private sale or sales. (c) All recitals in any instrument of assignment or any other instrument executed by Administrative Agent for the benefit of the Secured Parties or by the Secured Parties incident to the sale, transfer, assignment or other disposition or utilization of the Collateral or any part thereof hereunder shall be full proof of the matters stated therein and no other proof shall be required to establish full legal propriety of the sale or other action taken by Administrative Agent for the benefit of the Secured Parties or by the Secured Parties or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action shall be presumed conclusively to have been performed or to have occurred.

Collateral Sale or Other Disposition. (a) During the continuance of When an Event of DefaultDefault exists, Administrative Agent, on behalf of the Secured Parties, shall have the right (subject to Section 11.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower Fund hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Law. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and place. Administrative Agent shall give Fund reasonable notice of such change has been provided in accordance with applicable Lawchange. (b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any the Secured Party Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower is liable pursuant to the Credit Agreement of every kind (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance residue of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0511.03 of the Credit Agreement (including the return of any excess proceeds to Fund or Borrower, as applicable). If the proceeds of any sale, disposition or other remedy are insufficient to pay the Obligations in full, Fund shall remain liable for any deficiency and the reasonable fees of any attorney employed by Administrative Agent or any the Secured Party to collect. Neither Administrative Agent nor the Secured Parties shall incur any liability as a result of the sale of the Collateral at any private sale or sales. (c) All recitals in any instrument of assignment or any other instrument executed by Administrative Agent for the benefit of the Secured Parties or by the Secured Parties incident to the sale, transfer, assignment or other disposition or utilization of the Collateral or any part thereof hereunder shall be full proof of the matters stated therein and no other proof shall be required to establish full legal propriety of the sale or other action taken by Administrative Agent for the benefit of the Secured Parties or by the Secured Parties or of any fact, condition or thing incident thereto, and all prerequisites of such sale or other action shall be presumed conclusively to have been performed or to have occurred.

Collateral Sale or Other Disposition. (a) During Upon the continuance occurrence and during the continuation of an Event of DefaultDefault and in accordance with the terms of the Credit Agreement, Administrative Agent, on behalf of the Secured Parties, shall have the right (subject to Section 11.03 10.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower Fund and Managing Entity hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in accordance with applicable Lawlaw. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Lawlaw. (b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any Secured Party Parties shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold, unless as a result of the bad faith, gross negligence or willful misconduct on behalf of the Administrative Agent. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower Fund is liable pursuant to the Credit Agreement (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance remainder of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.0510.05

Collateral Sale or Other Disposition. (a) During the continuance of an Event of Default, Administrative Agent, on behalf of the Secured Parties, shall have the right (subject to Section 11.03 of the Credit Agreement) to sell the Collateral or any part thereof for cash, upon credit or for future delivery and upon such other terms as Administrative Agent may deem commercially reasonable, with Borrower hereby waiving all rights, if any, to require Administrative Agent to marshal the Collateral and any other security for the Obligations. Any notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if made in Table of Contents accordance with applicable Law. Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. From time to time Administrative Agent may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above if, in the judgment of Administrative Agent, such postponement or change is necessary or appropriate in order that the provisions of this Security Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place and notice of such change has been provided in accordance with applicable Law. (b) In case of any sale by Administrative Agent of any of the Collateral on credit, which may be elected at the option and in the complete discretion of Administrative Agent, on behalf of the Secured Parties, the Collateral so sold may be retained by Administrative Agent for the benefit of the Secured Parties until the selling price is paid by the purchaser, but neither Administrative Agent nor any Secured Party shall incur any liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or expenses for which Borrower is liable pursuant to the Credit Agreement (including, without limitation, the reasonable and documented attorneys’ fees and legal expenses incurred by Administrative Agent or the Secured Parties, or both, to the extent due and payable in accordance with the Credit Agreement), Administrative Agent shall apply the remaining balance of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligations in accordance with Section 11.05