Common use of Liquidation of Collateral Clause in Contracts

Liquidation of Collateral. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the rights and remedies of a secured party under this Agreement, under any other instrument or agreement securing, evidencing or relating to the Obligations and under the laws of the State in which the Collateral is located or any other applicable state law. Without limiting the generality of the foregoing, Lender shall have the right to take possession of the Collateral and all books and records relating to the Collateral and for that purpose Lender may enter upon any Real Property on which the Collateral or books and records relating to the Collateral or any part thereof may be situated and remove the same therefrom. Except for the notices specified below of time and place of public sale or disposition or time after which a private sale or disposition is to occur, each Borrower expressly agrees that Lender, without demand of performance or other demand, advertisement or notice of any kind to or upon any Borrower or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any of Lender's offices or elsewhere at such prices as Lender may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption. Each Borrower further agrees, (i) at Lender's request, to assemble the Collateral and to make it available to Lender at such places as Lender may reasonably select, and (ii) to allow Lender to use or occupy such Borrower's Real Property, without charge, for the purpose of effecting Lender's remedies in respect of the Collateral. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any or all of the Collateral or in any way relating to the rights of Lender hereunder, including reasonable attorneys' fees and legal expenses, to the payment in whole or in part of the Obligations, in such order as Lender may elect, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any. To the extent permitted by applicable law, each Borrower waives all claims, damages and demands against Lender arising out of the repossession, retention, sale or disposition of the Collateral and agrees that Lender need not give more than ten (10) days' notice pursuant to the terms of this Agreement of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled and shall also be liable for the costs of collecting any of the Obligations or otherwise enforcing the terms thereof or of this Agreement, including reasonable attorneys' fees.

Liquidation of Collateral. Upon (a) With regard to Collateral in which a Creditor has a Security Interest which has first priority pursuant to the occurrence provisions hereof (and, in determining whether it has such priority, a Creditor shall be entitled to rely on information provided by a Borrower), as among the Creditors: (i) Such Creditor (or such Creditors jointly if there be more than one having first priority) shall have sole and during complete discretion to determine the continuance time and manner of an Event any realization on all or any portion of Default, Lender such Collateral in which it has such Security Interest having first priority and such Creditor shall have the rights sole and remedies complete discretion to determine the application of a secured party under this Agreement, under any other instrument or agreement securing, evidencing or relating to the Obligations and under the laws of the State in which the Collateral is located or any other applicable state law. Without limiting the generality of the foregoing, Lender shall have the right to take possession of the Collateral and all books and records relating to the Collateral and for that purpose Lender may enter upon any Real Property on which the Collateral or books and records relating to the Collateral or any part thereof may be situated and remove the same therefrom. Except for the notices specified below of time and place of public sale or disposition or time after which a private sale or disposition is to occur, each Borrower expressly agrees that Lender, without demand of performance or other demand, advertisement or notice of any kind to or upon any Borrower or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any of Lender's offices or elsewhere at such prices as Lender may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption. Each Borrower further agrees, (i) at Lender's request, to assemble the Collateral and to make it available to Lender at such places as Lender may reasonably select, and (ii) to allow Lender to use or occupy such Borrower's Real Property, without charge, for the purpose of effecting Lender's remedies in respect of the Collateral. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any or all of the Collateral or in any way relating to the rights of Lender hereunder, including reasonable attorneys' fees and legal expenses, to the payment in whole or in part of the Obligations, in such order as Lender may elect, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any. To the extent permitted by applicable law, each Borrower waives all claims, damages and demands against Lender arising out of the repossession, retention, sale or disposition of the Collateral and agrees that Lender need not give more than ten (10) days' notice pursuant to the terms of this Agreement of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition portion of the Collateral are insufficient in which it has such first priority Security Interest to pay the Borrower's Obligations then outstanding to such Creditor and secured thereby. (ii) No Creditor shall be under any duty or bear any responsibility to liquidate or refrain from liquidating Collateral in which it has a Security Interest having first priority. (iii) A Creditor shall not incur any liability to the other Creditors as a result of the manner of liquidation of Collateral in which it has a Security Interest having first priority unless such is a result of such Creditor's gross negligence or willful misconduct. (iv) If a Creditor commences liquidation of Collateral in which it has a Security Interest having first priority, it will attempt to give prompt notice thereof to the other Creditors within forty-eight (48) hours of commencement of such program, but any delay or failure in giving such notice shall not affect the rights of such Creditor or impose any liability on such Creditor, unless such delay or failure is a result of such Creditor's gross negligence or willful misconduct; (v) When that Creditor determines to its satisfaction and in its sole discretion that (A) all amounts of the Borrower's Obligations to such Creditor have been fully paid or otherwise provided for, and (B) it will not extend any further credit to any Borrower (or that it will assign Collateral or make a balance available notwithstanding that it might extend additional credit to a Borrower) that Creditor shall assign to other Creditors in accordance with the priorities set forth herein its Security Interests in any other Collateral in which Lender is entitled it has a Security Interest and make the balance, if any, available for distribution to the other Creditors in accordance with the priorities set forth herein. A Creditor assigning or delivering Collateral in which it has a Security Interest or surplus proceeds thereof to another Creditor pursuant to this paragraph 6 may require reasonable indemnification from the recipient Creditor(s). (b) With regard to Collateral in which a Creditor does not have a Security Interest having first priority pursuant to the provisions hereof, as among the Creditors, such Creditor shall also not liquidate such Collateral, assert any claim against or seek to foreclose upon such Collateral or otherwise commence any enforcement action with respect to such Collateral or with respect to its Security Interest, except upon notice to and written consent from the other Creditors holding Security Interests having first or any other priority higher than such Creditor's priority as to such Collateral pursuant to the provisions hereof. (c) Proceeds from Collateral in which two or more Transactional Creditors have a Security Interest of equal priority pursuant to the provisions hereof shall be liable for shared pro rata based upon the costs relative proportions which the total outstanding Obligations of collecting any the Borrower to each such Creditor secured by such Security Interests having equal priority, bear to the total amount of the Obligations of the Borrower outstanding to each other Transactional Creditor having a Security Interest entitled to equal priority and secured thereby. In the case of Priority Security Interests held by two or otherwise enforcing more Transactional Creditors, the terms thereof or Obligations included in the calculations to be made pursuant to the preceding sentence as to any Collateral shall be limited to the Obligations incurred to enable the Borrower to acquire rights in such Collateral. (d) After the Borrower's Obligations to each Creditor have been paid in full, all remaining proceeds of Collateral, if any, after giving effect to this AgreementAgreement and to governing law, including reasonable attorneys' feesshall be delivered to the Borrower.

Liquidation of Collateral. Upon (a) In the occurrence event liquidation of any Collateral is permitted or required pursuant to Section 5.1 hereof: (i) The Bank may sell for cash, or, at its option, credit or other property for immediate or future delivery, without recourse, and during for such price or prices and on such other terms as it in its discretion may determine, all or any items of Collateral, in one or more sales, as it may deem expedient to obtain Collateral Proceeds from such Liquidation which, to the continuance extent possible, in addition to any other Collateral Proceeds received by the Bank will be sufficient to pay the amounts owing; provided, however, that such Collateral may be sold at private or public sale in any manner not inconsistent with applicable state and federal law; and (ii) The Bank may proceed by one or more suits, actions or proceedings at law or in equity or otherwise or by any other appropriate remedy, to enjoin any sale or disposition of an Event the Collateral by the Borrower or any Person claiming under or by assignment from the Borrower or otherwise, or to realize on any security for such Collateral, or to foreclose this Agreement or to sell such Collateral under a judgment or decree of Defaulta court or courts, Lender or by the enforcement of any such other appropriate legal or equitable remedy as the Bank, being advised by counsel, shall have the deem most effectual to protect and enforce any of its rights or powers; and (iii) The Bank may otherwise exercise, in general, all rights and remedies of a secured party under this Agreement, under any other instrument or agreement securing, evidencing or relating to the Obligations and under Uniform Commercial Code as in effect in the laws District of the State in which the Collateral is located Columbia or any other applicable state law. Without limiting jurisdiction; and (iv) The Bank is hereby irrevocably appointed the generality true and lawful attorney of the foregoingBorrower in its name and stead, Lender shall have the right to take possession make all necessary deeds, bills of sale and instruments of assignment, transfer or conveyance of the Collateral and all books and records relating thus sold pursuant to this Agreement to pay the Collateral amounts owing; and for that purpose Lender the Bank may enter upon execute all such documents and instruments; and the Borrower hereby ratifies and confirms all that its said attorney shall lawfully do by virtue thereof; and (v) If so requested by the Bank or any Real Property on which purchaser, the Collateral Borrower shall ratify and confirm any such sale or books transfer by executing and records relating delivering to the Collateral Bank or any part thereof to such purchaser or purchasers all reasonably necessary deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be situated and remove the same therefrom. Except for the notices specified below of time and place of public sale or disposition or time after which a private sale or disposition is to occur, each Borrower expressly agrees that Lender, without demand of performance or other demand, advertisement or notice of any kind to or upon any Borrower or any other person or entity (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, designated in one or more parcels at public or private sale or sales, at any of Lender's offices or elsewhere at such prices as Lender may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, request; and, to (vi) To the extent permitted by law, the Bank may bid for and purchase any of the Collateral at Fair Market Value, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Collateral in its own absolute right without further accountability; and (vii) The receipt of the Bank or the officer making such sale under judicial proceedings shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such private purchase money and receiving such receipt, such purchaser or his personal representative, executors, administrators, heirs, successors or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or nonapplication thereof; and (viii) Any such sale shall operate to divest the Borrower of all right, title, interest, claim and demand whatsoever, either at law or salesin equity or otherwise, in and to purchase the whole or any part of the Collateral so sold, free and shall be a perpetual bar both at law and in equity against the Borrower, and its successors and assigns and any and all persons claiming or who may claim the Collateral sold or any part thereof from, through or under the Borrower, or its successors and assigns; and (ix) Any monies collected by the Bank upon any sale made either under the power of sale given by this Agreement or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Agreement, shall be applied as provided in Section 5.5. (b) Notwithstanding any other provisions hereof, the Bank may hold any Liquidating REIT Stock that is subject to the Lien of this Agreement, collect dividends, distributions and other payments made in respect thereof and apply such amounts, which constitute Collateral Proceeds hereunder, as provided in Section 5.5 hereof. The Borrower hereby acknowledges and agrees that it is a commercially reasonable action by the Bank to liquidate the Liquidating REIT Stock in this manner rather than by disposition of such Collateral. Further, the Borrower agrees that holding the Liquidating REIT Stock for purposes of collecting and applying Collateral Proceeds in this manner, or pending disposition of some or all of the Liquidating REIT Stock, shall not constitute a retention of collateral or proposal to retain collateral in satisfaction of the Obligations, under Section 9-505 of the Uniform Commercial Code as in effect in the District of Columbia or under any other applicable law, provided that the Collateral Proceeds are applied to the Obligations. (c) Notwithstanding the provisions of Section 5.2, in the event liquidation of any right Collateral is permitted or equity required pursuant to Section 5.1 hereof the Bank shall permit the sale of redemption. Each Borrower further agreesany Liquidating REIT Stock that is subject to the Lien of this Agreement, free and clear of such Lien, by the Bor- rower to any purchaser (including, without limitation, pursuant to an underwritten public offering) provided that (i) at Lender's request, to assemble upon the Collateral and to make it available to Lender at release of such places as Lender may reasonably select, Lien the Bank receives payment in full of all outstanding Obligations and (ii) an Opinion of Counsel, in form and substance satisfactory to allow Lender the Bank, is delivered to use the Bank that the sale of such Liquidating REIT Stock was made in compliance with (or occupy such Borrower's Real Property, without charge, for was exempt from) the purpose of effecting Lender's remedies in respect registration requirements of the Collateral. Lender shall apply Securities Act of 1933, as amended, as then in effect (or any similar statute then in effect) and the net proceeds requirements of any such collection, recovery, receipt, appropriation, realization applicable state "blue sky" or sale, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any or all of the Collateral or in any way relating to the rights of Lender hereunder, including reasonable attorneys' fees and legal expenses, to the payment in whole or in part of the Obligations, in such order as Lender may elect, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any. To the extent permitted by applicable law, each Borrower waives all claims, damages and demands against Lender arising out of the repossession, retention, sale or disposition of the Collateral and agrees that Lender need not give more than ten (10) days' notice pursuant to the terms of this Agreement of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled and shall also be liable for the costs of collecting any of the Obligations or otherwise enforcing the terms thereof or of this Agreement, including reasonable attorneys' feessecurities laws.

Liquidation of Collateral. Upon Subject to subsections (a) through (e) below, any Security Interests granted pursuant to the occurrence Senior Loan Documents in any Collateral have and during shall have priority, to the continuance extent of any unpaid Senior Obligations, over any Security Interest in such Collateral pursuant to any Subordinated Loan Documents. (a) If an Event of DefaultDefault occurs under the Senior Loan Agreement and a Senior Lender determines to accelerate the obligations owing to it by the Borrower and proceed to liquidate the Collateral, such Senior Lender shall deliver a Notice of Liquidation to the other Lenders. (b) Any Senior Lender (with the consent of the other Senior Lender) shall have the sole and exclusive right and power to exercise rights and remedies with respect to the Collateral, to enforce the provisions of the Senior Loan Agreement and exercise remedies thereunder including, but not limited to, to effect a liquidation of the Collateral, to incur expenses in connection with the sale or disposition of the Collateral and to exercise all rights and remedies of a secured party under this Agreementthe Uniform Commercial Code of any applicable jurisdiction, under all in such order and in such manner as such Senior Lender determines, in the exercise of its sole business judgment and shall do so only following delivery of a Notice of Liquidation. (c) The Senior Lender liquidating Collateral pursuant to the Senior Loan Agreement shall have no liability to the Borrower, any other instrument or agreement securing, evidencing or relating to the Obligations and under the laws of the State in which the Collateral is located Lender or any other applicable state law. Without limiting Person, except for any such liability as by law may not be waived; provided, that any amounts collected by a Senior Lender in respect of any Collateral as a result of exercising remedies hereunder shall be allocated among the generality Senior Lenders pro rata based upon their respective Senior Lender Percentages, and the Senior Lender receiving amounts as a result of the foregoing, exercise of remedies shall hold the other Senior Lender’s Senior Lender Percentage of such amounts in trust for such other Senior Lender and shall promptly remit such allocable share of such amounts to such other Senior Lender . (d) No Subordinated Lender shall have the any right to take possession effect, or cause to be effected, a liquidation of Collateral, except as provided in Section 7(b) below. (e) Neither Senior Lender shall have any obligation to pay over to any Subordinated Lenders any proceeds of the Collateral and all books and records relating to until the Collateral and for that purpose Lender may enter upon any Real Property on which the Collateral or books and records relating to the Collateral or any part thereof may be situated and remove the same therefrom. Except for the notices specified below of time and place of public sale or disposition or time after which a private sale or disposition is to occur, each Borrower expressly agrees that Lender, without demand of performance or other demand, advertisement or notice of any kind to or upon any Borrower or any other person or entity (all and each of which demands, advertisements and/or notices Senior Obligations are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, paid in one or more parcels at public or private sale or sales, at any of Lender's offices or elsewhere at such prices as Lender may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption. Each Borrower further agrees, (i) at Lender's request, to assemble the Collateral and to make it available to Lender at such places as Lender may reasonably select, and (ii) to allow Lender to use or occupy such Borrower's Real Property, without charge, for the purpose of effecting Lender's remedies in respect of the Collateral. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any or all of the Collateral or in any way relating to the rights of Lender hereunder, including reasonable attorneys' fees and legal expenses, to the payment in whole or in part of the Obligations, in such order as Lender may elect, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any. To the extent permitted by applicable law, each Borrower waives all claims, damages and demands against Lender arising out of the repossession, retention, sale or disposition of the Collateral and agrees that Lender need not give more than ten (10) days' notice pursuant to the terms of this Agreement of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Borrower shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled and shall also be liable for the costs of collecting any of the Obligations or otherwise enforcing the terms thereof or of this Agreement, including reasonable attorneys' feesfull.