Common use of Auction Clause in Contracts

Auction. If at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If at least one Qualified Bids are received by the Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementDeadline, the Sellers shall Seller will conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionTransaction. The Auction shall take place at 9:00 a.m.THE AUCTION SHALL TAKE PLACE AT 10:00 A.M. (NEW YORK TIME) ON [NOVEMBER 30], on December 192001 AT THE OFFICES OF MILBANK, 2003TWEED, at the offices of Xxxxxxxx Chance US LLP or such later HADLEY & MCCLOY LLP, 1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK 10000 xx xuch xxxxx time or other place as the Sellers shall notify the Purchaser and all other Qualified xx xxxxx xxxxx xx xxx Xxxxxxx xxxxx xxxxxx xxx Xxalified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth aboveBids. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each a Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends will be eligible to participate in at the Auction. Sellers shall provide copies Only the authorized representatives of each of the Qualified Bid which Bidders, the Committees, Purchaser and Sellers believe is the highest or otherwise best offer shall be permitted to all Qualified Bidders who intend to participate in the Auction at least one business day prior to attend the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will shall start at the purchase price stated in the highest or otherwise best bid Qualified Bid, as determined in the Sellers' sole discretion, after consultation with the Committees, and as disclosed to all Qualified Bidders prior to commencement of the Auction, and continue in increments of at least Five Million Dollars ($500,000 until there are no further bids5,000,000.00). As soon as practicable after Immediately prior to the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the AgentCommittees, shall (i) review each Qualified Bid on the basis of its financial and contractual terms and the factors relevant to the sale processprocess and the best interests of the Sellers' estates, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, financing contingencies, and antitrust and competition law considerations, (ii) identify the highest or otherwise best offer for the Business at the Auction Transaction (the "Successful Bid" "), and (iii) identify the bidder making such bid, next highest or otherwise best offer after the Successful Bid (the "Successful BidderNext Highest Bid"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If at least one or more Qualified Bids is received by the Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementDeadline, the Sellers shall Debtors may conduct an auction (the "Auction") with respect Auction to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is determine the highest or otherwise best offer Qualified Bid or combination of Qualified Bids. The Debtors will have the right, in consultation with the Consultation Parties, to adjourn or cancel the Auction at any time either by delivering notice of such adjournment or cancellation to all Qualified Bidders who intend or announcing such adjournment or cancellation on the record before the Court or on the record at the Auction(s); provided further, that the Debtors will have the right to participate conduct any number of Auctions on such date to accommodate Qualified Bids for certain, but less than all, of the Assets and/or Reorganized Equity if the Debtors determine, in consultation with the Consultation Parties, that such process would be in the best interest of the Debtors’ estates. The Debtors will confirm to all Qualified Bidders that submitted Qualified Bids the time and place of the Auction and any adjournments thereof. The Qualified Bid or combination of Bids selected by the Debtors, in consultation with the Consultation Parties, as the highest or best Bid or combination of Bids following the Bid Deadline, and before the start of the Auction, will be identified to all other Qualified Bidders at least or before the start of the Auction (the “Baseline Bid”). The Debtors will provide copies of the documents supporting the Baseline Bid to all Qualified Bidders and the Consultation Parties as soon as practicable after the Bid Deadline and in any event no later than one business day prior to the commencement of the Auction. Based upon The Debtors’ determination of which Qualified Bid constitutes the terms Baseline Bid shall take into account any factors the Debtors, in their business judgment and in consultation with the Consultation Parties, deem relevant to the value of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior Bid to the start of Debtors’ estates. If the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the SellersDebtors, in consultation with their financial and legal advisors and the AgentConsultation Parties, shall (i) review each determine that they have received no Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale processBids, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at then the Auction (will not occur. If the "Successful Bid" and Debtors make such a determination, the bidder Debtors shall file a notice with the Court within one business day of making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Biddetermination.

Auction. If at least one Qualified Bid The Property is received, other than more particularly described in the due diligence package concerning the Property previously furnished to each Bidder (the “Due Diligence Package”). The Property shall be auctioned No Reserve so that Seller shall be deemed to have accepted the highest bid (the “Winning Bid”) from a qualified bidder (the “Buyer”) without limiting condition as to the amount of the Purchaser, which Sellers determine, after consultation with high bid or the Agent, is higher and otherwise better than the bid nature of the Purchaser set forth Buyer. Following the conclusion of the auction, Seller and Buyer shall execute the Auction Purchase Agreement relating thereto, the form of which is included in the Due Diligence Package (the “Purchase Agreement, ”). An amount equal to ten percent (10%) of the Sellers shall conduct an auction Winning Bid (the "Auction"“Buyer’s Premium”) with respect will be automatically added to the Business and provide Winning Bid to be paid by Buyer. The Buyer’s Premium shall not be considered a real estate commission. The Buyer’s Premium is a fee charged by Heritage to the Purchaser Buyer for Heritage’s work in bringing the Property to auction. Seller shall have the right, in its sole discretion, to add or withdraw Property from the Auction at any time prior to commencement of bidding. All bids placed by Bidder in the Auction shall be binding on Bidder. Buyer’s purchase of the Property shall not be conditioned or contingent upon Buyer obtaining financing. The purchase price for the Property shall be paid by Buyer in cash. All decisions of the Auctioneer are final as to the methods of bidding, disputes among Bidders, increments of bidding, and all Qualified Bidders any other matters regarding the opportunity to submit additional bids at auction process that may arise before, during, or after the Auction. The Auctioneer reserves the right to deny any person admittance to the Auction shall take place at 9:00 a.m., on December 19, 2003, at or expel anyone from the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders Auction who have submitted Qualified Bids and expressed their intent attempts to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend disrupt the Auction. At least two business days The Auctioneer reserves the right to announce additional terms and conditions of the sale of the Property prior to or during the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in course of the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding All announcements made at the Auction will start at the purchase price stated in the highest shall supersede any conflicting prior oral or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.printed statements

Auction. If If, prior to the Bid Deadline, the Sellers have received at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, determine is higher and or otherwise better than the bid of the Purchaser Buyer set forth in the Purchase Sale Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business Purchased Assets and the Shares and provide to the Purchaser Buyer and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., 11:00 a.m. (prevailing New York time) on December 19______________, 2003, at the offices of Xxxxxxxx Chance US LLP Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, or such later time or other place as the Sellers shall notify the Purchaser xx xxxxx xxxxx xx xxx Xxxxxxx xxxxx xxxxxx xxx Buyer and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above, but in no event shall the Auction occur later than two (2) business days prior to the Sale Hearing scheduled in the Bidding Procedures Order. Only Qualified Bidders (including, for the avoidance of doubt, the Buyer) will be eligible to attend participate at the Auction. At least two (2) business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. The Sellers shall provide or make available copies of the any Qualified Bid which Sellers believe is the highest or otherwise best offer Bid(s) to all Qualified Bidders (including, for the avoidance of doubt, the Buyer) who intend to participate in the Auction at least one two (2) business day days prior to the Auctioncommencement thereof, or as soon thereafter as practicable. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgmentsole discretion, may conduct the Auction in the manner it determines they determine will achieve the maximum value for the BusinessPurchased Assets and the Shares. At the beginning of the Auction, a representative of the Sellers shall announce the amount of the bid that is at such time determined by the Sellers to be the highest and best bid. Thereafter, all additional bids shall be in increments of one hundred thousand dollars ($100,000) or integral multiples thereof. The Sellers may adopt such other rules for bidding at the Auction, that, in the Sellers' business judgment, will better promote the goals of the bidding process Bidding Process and that are not inconsistent with any of the provisions of the Bidding ProceduresProcedures Order, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders (including for the avoidance of doubt, the Buyer) participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their legal and financial and legal advisors and the Prepetition Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale and any obligations of the Sellers in respect of any Termination Payments, and (ii) identify the highest or otherwise best offer for the Business Purchased Assets and the Shares at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder") and, in the event that the sale to the Successful Bidder is not consummated, the next highest and best offer (the "Backup Bid", and such bidder, the "Backup Bidder"). If the Buyer's bid is the only Qualified Bid and no auction is held, the Buyer's bid shall be the Successful Bid. At the Sale Hearing, the Sellers shall present the Successful Bid to the Bankruptcy Court for approval the Successful Bidapproval.

Auction. If at least more than one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall will conduct an auction (the "Auction") with respect to the Business and provide Acquired Assets. If no Qualified Bid (other than that of the Purchaser) is received by the Bid Deadline, the Sellers shall report the same to the Purchaser Bankruptcy Court, the Purchaser's bid will be deemed the highest or otherwise best offer for the Acquired Assets (the "Successful Bid") and all Qualified Bidders the opportunity to submit additional bids at Sellers shall proceed with the Auctiontransactions contemplated by the Purchase Agreement. The Auction shall take place auction, if required, will commence at 9:00 a.m., a.m. (Central Time) on December November 19, 20032004, at the offices of Xxxxxxxx Chance US LLP the Transaction Broker or at such later time or other place as agreed by the Purchaser and the Sellers, and of which the Sellers shall will notify all Qualified Bidders who have submitted Qualified Bids. At least one (1) business day prior to the Auction, the Sellers will provide to the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies copy of the Qualified Bid which Sellers believe is the highest or otherwise best offer to Qualified Bid received and copies of all other Qualified Bidders who intend to participate in the Auction at least one business day prior to the AuctionBids. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the AuctionIn addition, the Sellers will inform the Purchaser and each Qualified Bidders participating Bidder who has expressed its intent to participate in the Auction of the manner identity of all Qualified Bidders that may participate in which the Auction and will provide copies of the bids of all such Qualified Bidders. Only the Purchaser, the Qualified Bidders, the Restructuring Committee on behalf of the Sellers, the Transaction Broker, and the Constituents, together with their representatives, will be conducted. At entitled to attend the Auction, and only the Purchaser and Qualified Bidders will be permitted entitled to increase their bids. The bidding make any subsequent Qualified Bids at the Auction Auction. During the Auction, bidding will start begin at the purchase price stated in the highest or otherwise best bid Qualified Bid , and will subsequently continue in minimum increments of at least $500,000 (the "Overbid Amount") higher than the previous Qualified Bid. The Sellers may reduce (or increase) the Overbid Amount at the Auction if they determine, in their discretion, that it is in the best interests of their estates to do so. Subsequent Qualified Bids submitted by the Purchaser will be deemed to include a credit in an amount equal to the Breakup Fee or the maximum amount of the Expense Reimbursement, as applicable. Bids made at the Auction shall be made in open and in public in the presence of all other Qualified Bidders from time to time during the Auction; provided, however, that Sellers, in consultation with the Transaction Broker, may negotiate or otherwise discuss bids with Qualified Bidders in private during the Auction. All Qualified Bidders shall be required to disclose at the Auction the identity of the person or entity on whose behalf its bid is being submitted. Bidding at the Auction will continue until there are no further bidssuch time as the highest or otherwise best Qualified Bid is determined. As soon as practicable after Upon the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the AgentTransaction Broker , shall will (i) review each Qualified Bid on the basis of financial and contractual terms and the other factors relevant to the sale processSale, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction Acquired Assets (as defined above, the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At The Sellers, as authorized by the Sale HearingRestructuring Committee, shall select the Successful Bid. In selecting the Successful Bid, the Sellers Restructuring Committee shall present consider the recommendation of the Ad Hoc Committee, as expressed by the Transaction Broker. The Sellers' determinations relating to the highest or otherwise best offer for the Acquired Assets shall, however, be subject to Bankruptcy Court approval. In the event of any dispute concerning such selection, the Bankruptcy Court for approval shall have the exclusive jurisdiction to adjudicate such matter. The Successful Bidder shall be required to supplement its Good Faith Deposit within one (1) business day following the conclusion of the Auction to the extent necessary to ensure that such deposit is equal to at least 10% of the consideration (including cash and assumption of liabilities) to be paid pursuant to the Successful Bid.

Auction. If at least one In the event that Seller timely receives a conforming Initial Overbid from a Qualified Bid is receivedBidder, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall then Seller will conduct an auction (the "“Auction"”) with respect to the Business and provide to sale of the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionPurchased Assets. The Auction shall take place at 9:00 a.m., on December 19, 2003, at be conducted by open bidding in accordance with the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent procedures set forth herein. In order to participate in the Auction, as set forth above. Only Qualified Bidders will each prospective purchaser must be eligible to attend the Auction. At least two business days prior to the Auction, each a Qualified Bidder who has submitted a Qualified Bid must inform and shall be required to comply with the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions requirements of the Bidding Procedures and to submit an Initial Overbid that is timely and that complies in all material respects with the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will or Purchaser may submit successive bids, and any successive bid must be permitted greater than any previous bid by an amount that is at least equal to increase their bids(i) $250,000, in the case of any bid on the Purchased Assets; (ii) $100,000, in the case of any bid on the Mother’s Assets; and (iii) $350,000, in the case of any combined bid for both the Purchased Assets and the Mother’s Assets (in each case, the “Incremental Bid Amount”). The Bidding shall continue until there is only one offer that Seller determines, subject to Bankruptcy Court approval, is the highest or best offer (the “Prevailing Bid”). When bidding at the Auction Auction, Purchaser shall receive a “credit” in the amount of the Breakup Fee. All bidding for the Purchased Assets will start be concluded at the purchase price stated Auction and there will be no further bidding at the Bankruptcy Court hearing held in the Bankruptcy Case to approve the highest or otherwise best bid and continue in increments of $500,000 until there are for the Purchased Assets (the “Sale Hearing”). If no further bids. As soon as practicable after conforming Initial Overbid from a Qualified Bidder shall have been received at or prior to the conclusion of the AuctionBid Deadline, the Sellers, in consultation with their financial and legal advisors Auction will not be held and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant Sale Hearing will proceed with respect to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bidthis Agreement.

Auction. If at least one Qualified Bids are received by the Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase AgreementDeadline, the Sellers shall Seller will conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the AuctionTransaction. The Auction shall take place at 9:00 a.m.THE AUCTION SHALL TAKE PLACE AT 10:00 A.M. (WILMINGTON, on December 19DELAWARE TIME) ON (i) JANUARY 9, 2004, IF THE BID PROCEDURES HEARING IS ON OR BEFORE DECEMBER 11, 2003; OR (ii) JANUARY 14, 2004, IF THE BID PROCEDURES HEARING IS AFTER DECEMBER 11, 2003, at the offices of Xxxxxxxx Chance US LLP or such AT THE OFFICES OF MORRIS NICHOLS ARSHT & TUNNELL, 1201 NORTH MARKET STREET, WILMINGTON, XXXXXXXX xx xxch later time or other place as the Sellers shall notify the Purchaser and all other Qualified xxxx xx oxxxx xxxxx xx xxx Xxxxxx xxxxx xxxxxx xxx Xxxxified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth aboveBids. Only Qualified Bidders will be eligible to attend the Auction. At least two business days prior to the Auction, each a Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends will be eligible to participate in at the Auction. Sellers shall provide copies Only the authorized representatives of each of the Qualified Bid which Sellers believe is Bidders, the highest or otherwise best offer Committee, the Purchaser and the Seller shall be permitted to all Qualified Bidders who intend to participate in the Auction at least one business day prior to attend the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will shall start at the purchase price stated in the highest or otherwise best bid Qualified Bid, as determined by the Seller, after consultation with legal and financial advisors and the Committee, and as disclosed to all Qualified Bidders prior to the commencement of the Auction, and continue in increments of at least one million dollars ($500,000 until there are no further bids1,000,000). As soon as practicable after Immediately prior to the conclusion of the Auction, the SellersSeller, in consultation with their its financial and legal advisors and the AgentCommittee, shall (i) review each Qualified Bid on the basis of its financial and contractual terms and the factors relevant to the sale processprocess and the best interests of the Seller's estates, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, the adequacy of the consideration offered (including liquidity of any equity component), finance and other contingencies, and antitrust and competition law considerations, and (ii) identify the highest or otherwise best offer (based upon all relevant information) for the Business at the Auction Transaction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If If, prior to the Bid Deadline, the Sellers have received at least one Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, determine is higher and or otherwise better than the bid of the Purchaser Buyer set forth in the Purchase Sale Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business Purchased Assets and provide to the Purchaser Buyer and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., 11:00 a.m. (prevailing New York time) on December 19______, 2003, at the offices of Xxxxxxxx Chance US LLP Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022, or such later time or other place as the Sellers shall notify the Purchaser xx xxxxx xxxxx xx xxx Xxxxxxx xxxxx xxxxxx xxe Buyer and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above, but in no event shall the Auction occur later than two (2) business days prior to the Sale Hearing scheduled in the Bidding Procedures Order. Only Qualified Bidders will be eligible to attend participate at the Auction. At least two (2) business days prior to the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. The Sellers shall provide or make available copies of any Qualified Bid(s) that the Qualified Bid which Sellers believe is are the highest or otherwise best offer offer(s) to all Qualified Bidders who intend to participate in the Auction at least one (1) business day prior to the Auctioncommencement thereof, or as soon thereafter as is practicable. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgmentsole discretion, may conduct the Auction in the manner it determines they determine will achieve the maximum value for the BusinessPurchased Assets, provided that the Base Procedures (as defined below) are not modified. At the beginning of the Auction, a representative of the Sellers shall announce the amount of the bid that is at such time determined by the Sellers to be the highest and best bid. Thereafter, the following procedures (the "Base Procedures") shall apply to the bidding: (i) all additional bids shall be in increments of $100,000 or integral multiples thereof; (ii) the Buyer shall be permitted to credit the amount of $562,000 to its bid if it makes a competing bid at the Auction, as a result of which the Buyer shall be permitted (A) to match the dollar value of any competing bid submitted by another entity by submitting a bid in an amount equal to, but no more than, the then-highest bid minus $562,000 and (B) to submit a bid that satisfies the bid increment requirement in the foregoing subparagraph (i) by submitting a bid in an amount equal to, but no more than, the amount of the then-highest bid minus $462,000, in which case the Buyer's bid shall be deemed the higher of the two bids; (iii) any competing bid shall be (A) subject to an asset purchase agreement substantially in conformity with the terms and conditions of the Sale Agreement or on terms and conditions that in the Sellers' reasonable business judgment are not materially more burdensome or conditional to the Sellers than the terms of this Agreement and (B) accompanied by satisfactory evidence of committed financing or other ability to perform. The Sellers may adopt such other rules for bidding at the Auction, that, in the Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding ProceduresProcedures Order, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their legal and financial and legal advisors and the Prepetition Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, including those factors affecting the speed and certainty of consummating the Proposed Salesale and any obligations of the Sellers in respect of any Termination Payments, and (ii) identify the highest or otherwise best offer for the Business at the Auction Purchased Assets (the "Successful Bid" and the bidder making having submitted such bid, the "Successful Bidder") and, in the event that the sale to the Successful Bidder is not consummated, the next highest and best offer (the "Backup Bid", and such bidder, the "Backup Bidder"). If the Buyer's bid is the only Qualified Bid and no auction is held, the Buyer's bid shall be the Successful Bid. At the Sale Hearing, the Sellers shall present the Successful Bid to the Bankruptcy Court for approval approval. The Good Faith Deposit submitted by the Successful BidBidder, together with interest thereon, shall be applied against the payment of the cash portion of the consideration upon closing of the Sale to the Successful Bidder. If the Successful Bidder fails to consummate the purchase of the Purchased Assets due to the Successful Bidder's breach of its sale agreement with the Sellers, then the Sellers shall retain the Good Faith Deposit of such Successful Bidder as liquidated damages and continue with the sale of the Purchased Assets to the Backup Bidder. Upon the earlier of April 14, 2003 or three (3) business days after the closing of the sale of the Purchased Assets, any Good Faith Deposit (i) not applied to the purchase of the Purchased Assets or (ii) not retained by the Sellers due to a breach by the Successful Bidder shall, together with interest, be returned to the appropriate bidders.

Auction. If at least one After all Qualified Bids have been received, the Debtors shall conduct the Auction. At the Auction, the Debtors will announce what they believe to be the highest or best Qualified Bid is received, other than that of the Purchaser, which Sellers determine, after consultation with the Agent, is higher and otherwise better than the bid of the Purchaser set forth in the Purchase Agreement, the Sellers shall conduct an auction (the "Auction") with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place commence at 9:00 a.m.10:00 a.m. (New York City time ) on November 17, on December 192005 at Proskauer Rose LLP, 20030000 Xxxxxxxx, at the offices of Xxxxxxxx Chance US LLP Xxx Xxxx, Xxx Xxxx 00000, or such later time or other place as agreed to by the Sellers shall notify Proposed Buyer and the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in Debtors. The Auction may be adjourned or rescheduled without further notice by an announcement of the Auction, as set forth above. Only Qualified Bidders will be eligible to attend adjourned date at the Auction. At least two business days prior to the Auction, each Only a Qualified Bidder who has submitted a Qualified Competing Bid must inform the Sellers whether it intends is eligible to participate in at the Auction. Sellers During the Auction, bidding shall provide copies of the Qualified Bid which Sellers believe is begin initially with the highest or otherwise best offer to all Qualified Bidders who intend to participate Competing Bid; and subsequently continue in the Auction minimum increments of at least one business day prior Two Hundred Thousand Dollars ($200,000) higher than the previous bid. The Auction shall conclude after each participating bidder has had an opportunity to the Auction. Based upon the terms submit an additional subsequent bid, after being advised of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding at the Auction will start at the purchase price stated in the then highest or otherwise best bid and continue in increments shall run continuously until completed, as determined by the Debtors. Any overbid (including any subsequent overbids) submitted by the Proposed Buyer during the course of $500,000 until there are no further bidsthe Auction shall be credited with an amount equal to the sum of the Break- Up Fee and the Expense Reimbursement. As soon as practicable after the Upon conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, Debtors shall (i) review each Qualified Bid on the basis of financial and contractual terms and any other factors the factors Debtors deem relevant to the sale processof the Assets, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, Sale Transaction and (ii) identify the highest or otherwise best offer bid for the Business at the Auction Assets (the "“Successful Bid" and ”). Notwithstanding anything to the bidder making such bidcontrary, in the event no Qualified Competing Bids are received by the Bid Deadline, the "Successful Bidder"). At Debtors shall not be required to conduct an Auction and in such event, the Debtors shall proceed with the approval of the Purchase Agreement with the Proposed Buyer at the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.

Auction. If at least one Qualified Bid The Property is received, other than more particularly described in the due diligence package concerning the Property previously furnished to each Bidder (the “Due Diligence Package”). The Property shall be auctioned without Reserve so that Seller shall be deemed to have accepted the highest bid (the “Winning Bid”) from a qualified bidder (the “Buyer”) without limiting condition as to the amount of the Purchaser, which Sellers determine, after consultation with high bid or the Agent, is higher and otherwise better than the bid nature of the Purchaser set forth Buyer. Following the conclusion of the auction, Seller and Buyer shall execute the Auction Purchase Agreement relating thereto, the form of which is included in the Due Diligence Package (the “Purchase Agreement, ”). An amount equal to ten percent (10%) of the Sellers shall conduct an auction Winning Bid (the "Auction"“Buyer’s Premium”) with respect will be automatically added to the Business and provide Winning Bid to be paid by Buyer. The Buyer’s Premium shall not be considered a real estate commission. The Buyer’s Premium is a fee charged by Heritage to the Purchaser Buyer for Heritage’s work in bringing the Property to auction. Seller shall have the right, in its sole discretion, to add or withdraw Property from the Auction at any time prior to commencement of bidding. All bids placed by Bidder in the Auction shall be binding on Bidder. Buyer’s purchase of the Property shall not be conditioned or contingent upon Buyer obtaining financing. The purchase price for the Property shall be paid by Buyer in cash. All decisions of the Auctioneer are final as to the methods of bidding, disputes among Bidders, increments of bidding, and all Qualified Bidders any other matters regarding the opportunity to submit additional bids at auction process that may arise before, during, or after the Auction. The Auctioneer reserves the right to deny any person admittance to the Auction shall take place at 9:00 a.m., on December 19, 2003, at or expel anyone from the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders Auction who have submitted Qualified Bids and expressed their intent attempts to participate in the Auction, as set forth above. Only Qualified Bidders will be eligible to attend disrupt the Auction. At least two business days The Auctioneer reserves the right to announce additional terms and conditions of the sale of the Property prior to or during the Auction, each Qualified Bidder who has submitted a Qualified Bid must inform the Sellers whether it intends to participate in course of the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer to all Qualified Bidders who intend to participate in the Auction at least one business day prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with any of the provisions of the Bidding Procedures, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will be permitted to increase their bids. The bidding All announcements made at the Auction will start at the purchase price stated in the highest shall supersede any conflicting prior oral or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bid.printed statements

Auction. If at least one Qualified Bid is received, other On each of (i) the Distribution Date occurring in November of each year from and including November 2017 and (ii) any date after the Distribution Date occurring in November 2017 on which the Trustee receives an unsolicited bona fide offer to purchase all (but not less than that all) of the PurchaserMortgage Loans (each, which Sellers determinean "Auction Valuation Date"), after consultation with the Agent, is higher Trustee shall request that four independent financial advisory or investment banking or investment brokerage firms nationally recognized in the field of real estate analysis and otherwise better than reasonably acceptable to the bid Master Servicer provide the Trustee (at the expense of the Purchaser set forth Trust Fund) with an estimated value at which the Mortgage Loans and all other property acquired in respect of any Mortgage Loan in the Purchase AgreementTrust Fund could be sold pursuant to an auction. If the average of the three highest such estimates received equals or exceeds the aggregate amount of the Certificate Balances of all Certificates outstanding on the Auction Valuation Date, plus unpaid interest thereon, the Sellers anticipated Auction Fees, unpaid servicing compensation, unreimbursed Advances (together with interest thereon at the Advance Rate) and unpaid Trust Fund expenses, including accrued but unpaid Trustee Fees, the Trustee shall conduct an auction of the Mortgage Loans. The Trustee shall, in such case, appoint an auction agent to solicit offers from prospective purchasers, who must meet certain requirements described in this Agreement, to purchase all (but not less than all) of the Mortgage Loans and such property, for a price not less than an amount equal to the aggregate amount of the Certificate Balances of all Certificates outstanding as of the close of business on the closing date (the "AuctionAuction Closing Date"), plus unpaid interest thereon, the Auction Fees, unpaid servicing compensation, unreimbursed Advances (together with interest thereon at the Advance Rate) and unpaid Trust Fund expenses including accrued but unpaid Trustee Fees (the "Minimum Auction Price"). The Auction Closing Date shall be no earlier than the Distribution Date in February 2018. In determining the aggregate Certificate Balances of all Certificates, all Certificates owned by or on behalf of the Depositor, a property manager, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, a borrower or any affiliate thereof shall be included. The Trustee shall have no liability for actions of any auction agent appointed hereunder. If the Trustee receives no bids that are qualified pursuant to the terms of this Section, the Trust Fund shall not be terminated pursuant to these auction procedures. If the Trustee receives qualified bids, the Trustee shall accept the highest of such bids, notify the Depositor, the Master Servicer and the Special Servicer of the adoption of a plan of complete liquidation and shall sell the Mortgage Loans and such property to the successful bidder on or before the Remittance Date immediately preceding the third Distribution Date following the Auction Valuation Date (or such later Distribution Date determined by the auction agent appointed in accordance with the immediately preceding paragraph), but, in either event, no later than the Distribution Date which immediately precedes the date which is 90 days following the date of adoption of a plan of complete liquidation by the Trustee; provided, however, that no such sale shall be consummated unless the Trustee has received an Opinion of Counsel, obtained at the expense of the Trust Fund, to the effect that the resulting termination shall be a "qualified liquidation" under section 860F(a)(4) of the Code with respect to REMICs I, II and III. Such sale shall effect a termination of the Trust Fund and an early retirement of the then outstanding Certificates. The Trustee shall be entitled to be reimbursed from the Collection Account for expenses that it or any auction agent incurs in connection with an auction, including all fees and reasonable expenses of legal counsel and other professionals ("Auction Fees"). Any auction shall be conducted in accordance with auction procedures to be developed by the auction agent in connection with such auction, provided that such procedures shall include at a minimum provisions substantially to the effect that: (i) no due diligence of the Master Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's records with respect to the Business and provide to the Purchaser and all Qualified Bidders the opportunity to submit additional bids at the Auction. The Auction shall take place at 9:00 a.m., on December 19, 2003, at the offices of Xxxxxxxx Chance US LLP or such later time or other place as the Sellers shall notify the Purchaser and all other Qualified Bidders who have submitted Qualified Bids and expressed their intent to participate in the Auction, as set forth above. Only Qualified Bidders will Mortgage Loans may be eligible to attend the Auction. At least two business days conducted by any bidder prior to the Auction, each Qualified Bidder who being notified that it has submitted a Qualified Bid must inform the Sellers whether it intends to participate in the Auction. Sellers shall provide copies of the Qualified Bid which Sellers believe is the highest or otherwise best offer bid; (ii) the auction agent is entitled to require that the highest bidder provide a non- refundable good faith deposit sufficient to reimburse the Trustee and the auction agent for all Qualified Bidders who intend expenses in connection with the evaluation of such bid and in connection with such highest bidder's due diligence; (iii) each bidder may be required to participate in enter into a confidentiality agreement with the Auction at least one business day Master Servicer, the Special Servicer, the auction agent, the Trustee and the Fiscal Agent prior to the Auction. Based upon the terms of the Qualified Bids received, the number of Qualified Bidders participating in the Auction, and such other information as the Sellers determine is relevant, the Sellers, in their reasonable judgment, may being permitted to conduct the Auction in the manner it determines will achieve the maximum value for the Business. The Sellers may adopt rules for bidding at the Auction, that, in Sellers' business judgment, will better promote the goals of the bidding process and that are not inconsistent with due diligence; (iv) borrowers on any of the provisions of Mortgage Loans shall be prohibited from submitting bids; and (v) in the Bidding Proceduresevent that the highest bidder withdraws, the Bankruptcy Code or any order of the Bankruptcy Court entered in connection herewith. Prior to the start of the Auction, the Sellers will inform the Qualified Bidders participating in the Auction of the manner in which the Auction will be conducted. At the Auction, Qualified Bidders will next highest bidder shall be permitted to increase their bids. The bidding at conduct due diligence of the Auction will start at Master Servicer's, the purchase price stated in Special Servicer's, the Trustee's or the Fiscal Agent's records with respect to the Mortgage Loans as if it were the highest or otherwise best bid and continue in increments of $500,000 until there are no further bids. As soon as practicable after the conclusion of the Auction, the Sellers, in consultation with their financial and legal advisors and the Agent, shall (i) review each Qualified Bid on the basis of financial and contractual terms and the factors relevant to the sale process, including, without limitation, those factors affecting the speed and certainty of consummating the Proposed Sale, and (ii) identify the highest or otherwise best offer for the Business at the Auction (the "Successful Bid" and the bidder making such bid, the "Successful Bidder"). At the Sale Hearing, the Sellers shall present to the Bankruptcy Court for approval the Successful Bidbidder.