Common use of Sale of the Collateral Clause in Contracts

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. (ai) The power In addition to effect any sale (a “Sale”) of any portion all rights and remedies under this Loan Agreement or 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 Collateral pursuant to Section 11.5 shall foregoing, on and after the occurrence of an Event of Default that is not be exhausted waived in writing by any one or more Sales as to any portion the Required Lenders, the Administrative Agent (on behalf 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 Secured Parties 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 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 place of at such Saleprice or prices as the Required Lenders may deem satisfactory. The Trustee hereby expressly waives its right to Any Lender or the Administrative Agent may participate as a bidder in any amount fixed by law as compensation for any Sale. The Trustee such sale and the Administrative Agent and/or the Lenders may reimburse itself from the proceeds of any sale for the reasonable costs and expenses incurred credit bid in connection with such sale. The net 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) 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, (including, without limitation, any Yield Maintenance Fees payable pursuant to Section 4.4) the Administrative Agent shall distribute the remaining proceeds of such sale shall be applied as provided in this Indentureto the Borrower Account. (biii) The Trustee and/or 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 (as directed 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 equity to foreclose the Trustee)security interests in the Collateral and sell the Collateral, as applicable, shall execute and deliver an appropriate instrument of conveyance transferring its interest in or 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 under a judgment or transferee at such Sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction decree of any conditions precedent a court or see to the application courts of any moniescompetent jurisdiction.

Sale of the Collateral. (a) The power to effect any sale (a “Sale”) of any portion of the Collateral and Membership Interest Collateral pursuant to Section 11.5 shall not be exhausted by any one or more Sales as to any portion of such Collateral and Membership Interest 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 and Membership Interest 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 and Membership Interest 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. (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 20082017-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. (ai) The power In addition to effect any sale (a “Sale”) of any portion all rights and remedies under this Loan Agreement or 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 Collateral pursuant to Section 11.5 shall foregoing, on and after the occurrence of an Event of Default that is not be exhausted waived in writing by any one or more Sales as to any portion the Required Lenders, the Administrative Agent (on behalf 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 Secured Parties 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 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 place of at such Saleprice or prices as the Required Lenders may deem satisfactory. The Trustee hereby expressly waives its right to Any Lender or the Administrative Agent may participate as a bidder in any amount fixed by law as compensation for any Sale. The Trustee such sale and the Administrative Agent and/or the Lenders may reimburse itself from the proceeds of any sale for the reasonable costs and expenses incurred credit bid in connection with such sale. The net 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 shall be applied as provided 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 this Indenturethe 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. (biii) The Trustee and/or 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 (as directed 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 equity to foreclose the Trustee)security interests in the Collateral and sell the Collateral, as applicable, shall execute and deliver an appropriate instrument of conveyance transferring its interest in or 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 under a judgment or transferee at such Sale shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction decree of any conditions precedent a court or see to the application courts of any moniescompetent jurisdiction.