Common use of Sales Clause in Contracts

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (ai) Each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor recognizes that an Agent the Lender may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Lender than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Lender shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor further shall use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and each Subordinated Investor further agrees that a breach of any of their covenants contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsLender, that the Agents have Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower Borrower, the Collateral Manager, each Subordinated Investor, as applicable, and each of the Borrower, the Collateral Manager, and each of the Borrower and the Collateral Manager Subordinated Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Lender’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that in certain circumstances the Lender is able to purchase certain Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Lender has advised the Borrower, the Collateral Manager, and each Subordinated Investor that SEC staff personnel have issued various SEC no action letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Lender has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor hereby specifically agrees (x) so long as the Lender has complied with the applicable provisions of this Section 4, that it shall not raise any objection to a Secured Partythe Lender’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various the no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Lender has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a Secured Party the Lender purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Subordinated Investors agrees that the Collateral Agent Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Agent Lender pursuant to this Agreement. The Collateral Agent Subject to Section 4(i), the Lender may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor hereby agrees that the Collateral Agent Lender shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor hereby waive any claims against the Secured Parties Lender arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent Lender accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that Lender has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral AgentLender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Agent Lender conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than two three Business Days in advance of such foreclosure sale, the Collateral Agent Lender notifies the Borrower and Borrower, the Collateral Manager Manager, and each Subordinated Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything The Lender shall use commercially reasonable efforts to give at least three Business Days’ prior written notice to the contrary herein Borrower, the Collateral Manager and the Subordinated Investors of a sale, whether public or private, pursuant to this Section 4(d) and each of the Collateral Manager and the Subordinated Investors, shall have the right, subject to the additional requirements set forth in this Section 4(d) and any Facility Documentother commercially reasonable requirements applicable to all bidders with respect to any such public or private sale, to bid in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)sale.

Sales. (a) Each Upon acceptance of the Borrower Buyer's Article III Offer, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale.clear of (b) Each The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of the Borrower itself and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury Offerees, up to the Agentsnumber of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, that the Agents have no adequate remedy Transferor, at law in respect its option, may elect to sell on behalf of itself and the Offerees such number of shares as the Buyer will purchase, Pro Rata among the Transferor and the Offerees, as nearly as practicable. The material terms of such breach andsale, as a consequenceincluding, that each without limitation, price and every covenant contained in this Section 6.04 form of consideration, shall be specifically enforceable against as set forth in the Borrower Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Collateral ManagerOfferees' shares of Restricted Securities proposed to be sold, and the Transferor shall return to each of the Borrower Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the Collateral Manager hereby waives and agrees not provisions of this Article III shall continue to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment be in Fulleffect. (c) Pursuant Promptly after the consummation of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees to the UCCBuyer pursuant to the Article III Offer, each of the Borrower Transferor shall notify the Offerees thereof, and the Collateral Manager hereby specifically agrees (x) that it Buyer shall not raise any objection pay to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, Transferor and each of the Borrower Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, terms thereof as may be reasonably determined requested by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Offerees.

Sales. (a) Each Subject to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported by the Revolving Collateral Agent, and the Notes Collateral Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Borrower Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by the Revolving Collateral Agent and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Revolving Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral Agent; provided that to the extent the Proceeds of such Collateral are not applied to reduce Revolving Obligations, the Notes Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (b) Subject to Section 3.4, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Manager recognizes that an Agent may and each other Revolving Claimholder will be unable deemed to effect a public sale have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or all other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Notes Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Notes Collateral Agent; provided that to the extent the proceeds of such Collateral are not applied to reduce Notes Obligations the Revolving Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (c) The Notes Claimholders agree that the Revolving Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and may be compelled the Revolving Claimholders agree that the Notes Claimholders shall have the right to resort to one or more private sales thereof. Each credit bid under Section 363(k) of the Borrower and Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Collateral Manager acknowledges and agrees Notes Priority Collateral; provided that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale the Claimholders shall not be deemed to have been made in a commercially unreasonable manner solely agreed to any credit bid by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, Claimholders in connection with any liquidation or disposition the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the Collateralimmediately-preceding sentence, including without limitationthe Notes Collateral Agent, upon the termination for itself and on behalf of the Commitments following other Notes Claimholders, agrees that, so long as the occurrence and during Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum prior written consent of the then accrued and outstanding ObligationsRevolving Collateral Agent, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”credit bid under Section 363(k) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence Bankruptcy Code with respect to any Disposition of such Event Revolving Priority Collateral or any Disposition consisting of Default both Notes Priority Collateral and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Revolving Priority Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Revolving Agent, for itself and on behalf of the Exercise Notice. Neither other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect credit bid under Section 363(k) of the Collateral, including Bankruptcy Code with respect to any right described in Section 6.02(b) or Section 7.03, or cause the removal Disposition of the Notes Priority Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition any Disposition consisting of the both Notes Priority Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Revolving Priority Collateral.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding if the Dealer elects, the leasing and rental) of CARS and TRUCKS to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials for such circumstances, agree that any such private sale sales and obtain a reasonable share thereof; but the Dealer shall not be deemed limited to have been made the DEALER'S LOCALITY in making sales. To this end, the Dealer shall develop, maintain and direct a commercially unreasonable manner solely by virtue of being a private sale. (b) Each trained, quality vehicle sales organization and shall conduct throughout each model year aggressive advertising and sales promotion activities, making use to the greatest feasible extent of the Borrower Company's advertising and the Collateral Manager further agrees that a breach sales promotion programs relating to VEHICLES. The Dealer's performance of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 his sales responsibility for CARS shall be specifically enforceable against measured by such reasonable criteria as the Borrower and the Collateral ManagerCompany may develop from time to time, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.including: (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered Dealer's sales of CARS to be a “public” sale for purposes of private and fleet users located in the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability DEALER'S LOCALITY as a result percentage of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale all private and all fleet registrations of CARS in the State of New York;DEALER'S LOCALITY, (ii) all private and all fleet registrations of COMPETITIVE CARS in the DEALER'S LOCALITY, (iii) all private and all fleet registrations of INDUSTRY CARS in the DEALER'S LOCALITY, and (iv) the private and fleet sales objectives for CARS established by the Company for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in CARS in the DEALER'S LOCALITY, the following factors shall be used in computing percentages pursuant to 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the DEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER'S LOCALITY multiplied by the Dealer's percent of sales of all CARS made by all authorized Ford dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such foreclosure sale is conducted sales, (ii) The registrations of CARS and COMPETITIVE and INDUSTRY CARS in accordance with the Laws of DEALER'S LOCALITY against which the State of New York; Dealer shall be measured shall be the total thereof multiplied by the Dealer's PERCENT RESPONSIBILITY, and (iii) The Dealer's objectives for CARS shall be the total objectives therefor of all authorized Ford dealers in the DEALER'S LOCALITY multiplied by the Dealer's PERCENT RESPONSIBILITY. (3) A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the Company's sales zone and district in which the Dealer is located, and where subparagraph 2(a)(2) applies, for all other authorized Ford dealers combined in the DEALER'S LOCALITY. (4) In evaluating any comparisons provided for in subparagraph 2(a)(3) above, the Company shall give consideration to the availability of CARS to the Dealer and other authorized Ford dealers and any special local marketing conditions that might affect the Dealer's sales performance differently from the sales performance of COMPETITIVE or INDUSTRY CAR dealers or other authorized Ford dealers. (5) The sales and registration data referred to in this subparagraph 2(a) shall include sales to and registrations in the name of leasing and daily rental operations and shall be those utilized in the Company's records or in reports furnished to the Company by independent sources selected by it and generally available for such purpose in the automotive industry. In the event such reports of the registrations and/or sales of INDUSTRY or COMPETITIVE CARS in the DEALER'S LOCALITY are not generally available, the evaluation of the Dealer's sales performance shall be based on such registrations and/or sales or purchase data as can be reasonably obtained by the Company. The Dealer's performance of his sales responsibility for TRUCKS shall be determined in the same manner as for CARS. The Company will provide to the Dealer an evaluation of his performance under this subparagraph (2)(a) from time to time as initiated by the Company, or not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, once a month upon the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein written request of the time and place of such foreclosure saleDealer. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower and Pledgor recognizes that the Collateral Manager recognizes that an Agent Trustee may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or all of the Collateral and otherwise or may be compelled to determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and the Collateral Manager Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue reasonable manner. The Collateral Trustee shall be under no obligation to delay a sale of being a private saleany Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so. (b) Each Pledgor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Borrower Pledged Collateral pursuant to this Section 5.3 valid and the Collateral Manager binding and in compliance with all other applicable Requirements of Law. Each Pledgor further agrees that a breach of any of their covenants covenant contained in this Section 6.04 5.3 will cause irreparable injury to the AgentsCollateral Trustee and other Secured Parties, that the Agents Collateral Trustee and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 5.3 shall be specifically enforceable against the Borrower and the Collateral Managersuch Pledgor, and each of the Borrower and the Collateral Manager such Pledgor hereby waives and agrees not to assert any defenses defense against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of has occurred under the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e)Indentures. Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).STOCK PLEDGE AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding if the Dealer elects, the leasing and rental) of CARS and TRUCKS to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials for such circumstances, agree that any such private sale sales and obtain a reasonable share thereof; but the Dealer shall not be deemed limited to have been made the DEALER'S LOCALITY in making sales. To this end, the Dealer shall develop, maintain and direct a commercially unreasonable manner solely by virtue of being a private sale. (b) Each trained, quality vehicle sales organization and shall conduct throughout each model year aggressive advertising and sales promotion activities, making use to the greatest feasible extent of the Borrower Company's advertising and the Collateral Manager further agrees that a breach sales promotion programs relating to VEHICLES. The Dealer's performance of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 his sales responsibility for CARS shall be specifically enforceable against measured by such reasonable criteria as the Borrower and the Collateral ManagerCompany may develop from time to time, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.including: (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered Dealer's sales of CARS to be a “public” sale for purposes of private and fleet users located in the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability DEALER's LOCALITY as a result percentage of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale all private and all fleet registrations of CARS in the State of New York;DEALER'S LOCALITY, (ii) all private and all fleet registrations of COMPETITIVE CARS in the DEALER'S LOCALITY, (iii) all private and all fleet registrations of INDUSTRY CARS in the DEALER'S LOCALITY, and (iv) the private and fleet sales objectives for CARS established by the Company for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in CARS in the DEALER'S LOCALITY, the following factors shall be used in computing percentages pursuant to 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the DEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER'S LOCALITY multiplied by the Dealer's percent of sales of all CARS made by all authorized Ford dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such foreclosure sale is conducted sales, (ii) The registrations of CARS and COMPETITIVE and INDUSTRY CARS in accordance with the Laws of DEALER'S LOCALITY against which the State of New York; Dealer shall be measured shall be the total thereof multiplied by the Dealer's PERCENT RESPONSIBILITY, and (iii) not more than thirty days before, and not less than two Business Days The Dealer's objectives for CARS shall be the total objectives therefor of all authorized Ford dealers in advance of such foreclosure sale, the Collateral Agent notifies DEALER'S LOCALITY multiplied by the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure saleDealer's PERCENT RESPONSIBILITY. (e3) Notwithstanding anything to A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the contrary herein or Company's sales zone and district in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicableDealer is located, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fundwhere subparagraph 2(a)(2) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced aboveapplies, for settlement within all other authorized Ford dealers combined in the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)DEALER'S LOCALITY.

Sales. Lender shall consent to (ax) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each Transfers of the Property in its entirety, or (y) one or more Transfers of direct or indirect interests in the Borrower and the Collateral Manager acknowledges and agrees that for which consent is required under this Section 2.9 (any such private sale may result in prices and other terms less favorable than if such sale were hereinafter, a public sale and“Sale”) to any person or entity provided that, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that for each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCCSale, each of the Borrower following terms and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff conditions are satisfied: (1) shall be considered to be a “public” sale for purposes No Default and no Event of Default is then continuing hereunder or under any of the UCC and other Loan Documents; (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each Borrower gives Lender written notice of the Borrower and terms of such prospective Sale not less than sixty (60) days before the Collateral Manager agrees that date on which such Sale is scheduled to close and, concurrently therewith, gives Lender all such information concerning the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction proposed transferee of the Administrative Agent, among other things, accept Property or the first bid received, or decide to approach or not approach any potential purchasers. Each proposed owner of the direct or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the Collateral Manager hereby agrees that the Collateral Agent amount of $5,000. Lender shall have the right to conductapprove or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider the Buyer’s experience and shall not incur any liability as a result oftrack record in owning and operating facilities similar to the Property, the sale of any CollateralBuyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or any part thereofwithhold such approval, at any sale conducted in a such approval shall be given or withheld based on what Lender determines to be commercially reasonable mannerin Lender’s sole discretion and, it being agreed if given, may be given subject to such conditions as Lender may deem appropriate; (3) Borrower pays Lender, concurrently with the closing of such Sale, a non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and Rating Agency fees, incurred by Lender in connection with the parties hereto that some or all Sale, plus an amount equal to one percent (1.0%) of the Collateral then outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Buyer assumes and agrees to pay the Debt subject to the provisions of Section 6.27 hereof and, in all cases (whether such Sale is a Transfer of the Property in its entirety or a Transfer of direct or indirect interests in the Borrower for which consent is required under this Section 2.9), prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions (including, without limitation, a REMIC opinion) as Lender may be require; (5) A party associated with the Buyer approved by Lender in its sole discretion assumes the obligations of one the current Indemnitor under its guaranty or more types that threaten indemnity agreement and environmental indemnity agreement and such party associated with the Buyer executes, without any cost or expense to decline speedily Lender, a substitution agreement or a new guaranty or indemnity agreement or environmental indemnity agreement in value. The form and substance satisfactory to Lender and delivers such legal opinions as Lender may require; (6) Borrower and the Collateral Manager hereby waive Buyer execute, without any claims against cost or expense to Lender, new financing statements or financing statement amendments (and new financing statements as may be necessary) and any additional documents reasonably requested by Lender; (7) Borrower delivers to Lender, without any cost or expense to Lender, such replacement policy or endorsements to Lender’s title insurance policy, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the Secured Parties arising by reason time of the fact Sale, all in form and substance satisfactory to Lender, including, without limitation, a replacement policy or an endorsement or endorsements to Lender’s title insurance policy insuring the lien of this Deed of Trust, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (4) of this Section, with no additional exceptions added to such policy, and, in the event that such Sale is a Transfer of the price at Property in its entirety, insuring that fee simple title to the Property is vested in the Buyer; (8) Borrower and any current Indemnitor execute and deliver to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon the Buyer and any new Indemnitor; (9) Subject to the provisions of Section 6.27 hereof, such Sale is not construed so as to relieve Borrower of any personal liability under the Note or any of the Collateral may have been sold at other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, whether or not same is discovered prior or subsequent to the closing of such Sale, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability. In the event that such Transfer is a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount Sale of the Borrower’s Property in its entirety, Borrower shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current Indemnitor of its obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance or simultaneously with the following provisions shall be considered a commercially reasonable saleclosing of such Sale, and each such current Indemnitor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. In the event that such Transfer is a Sale of the Borrower Property in its entirety, each such current Indemnitor shall be released from and the Collateral Manager hereby irrevocably waives relieved of any right to contest of its obligations under any such sale conducted guaranty or indemnity agreement executed in accordance connection with the following provisions: (i) Loan secured hereby for any acts or events occurring or obligations arising after the Collateral Agent conducts closing of such foreclosure sale in Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the State closing of New Yorksuch Sale; (ii11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all appropriate papers evidencing the Buyer’s capacity and good standing, and the qualification of the signers to execute the assumption of the Debt, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. In the event that such foreclosure sale Sale is conducted a Transfer of the Property in accordance its entirety, the Buyer shall be a Single Purpose Entity whose formation documents shall be approved by counsel to Lender, and who shall comply with the Laws requirements set forth in Section 2.29 hereof; (12) Borrower delivers to Lender confirmation in writing (a “No-Downgrade Confirmation”) from each Rating Agency that such Sale will not result in a qualification, downgrade or withdrawal of any ratings issued in connection with any Secondary Market Transaction (as hereinafter defined) or, in the State of New Yorkevent the Secondary Market Transaction has not yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (iii13) The applicable transfer will not more than thirty days before, result in an increase in the real property taxes for the Premises and not Improvements that would cause the debt service coverage ratio of the Debt with respect to the immediately succeeding twelve (12) month period to be less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein debt service coverage ratio of the time and place of Debt for the twelve (12) month period immediately preceding such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occurtransfer, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)as determined by Lender.

Sales. (a) Each Subject to the terms and conditions of this Agreement, the Trust Depositor shall sell and assign to the Trust the Trust Assets from time to time designated and identified for purchase in accordance with SECTION 2.2 hereof, and the Trust agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Purchase Period Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Trust be obligated to make any Purchase if, after giving effect to such Purchase, either (i) the aggregate Outstanding Amount for all Classes of Notes would exceed the Note Purchase Limit or (ii) the aggregate Outstanding Amount for all Classes of Notes would exceed Availability. Upon the payment of the Borrower related Cash Purchase Price (as defined below) for the Initial Purchase or any Incremental Purchase, the Trust Depositor shall have, and shall be deemed hereunder to have, irrevocably and absolutely sold, assigned, transferred and conveyed to the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any Trust, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Collateral Trust Depositor in and to the Trust Assets relating to such Initial Purchase or Incremental Purchase, as the case may be compelled to resort to one or more private sales thereofbe. Each The aggregate amount of all advances made by the Borrower and Noteholders during the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale Purchase Period shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private saleexceed the Note Purchase Limit. (b) Each The purchase price for the Purchased Receivables in each Asset Pool Portion shall be the applicable Cash Purchase Price. The "CASH PURCHASE PRICE" shall be an amount equal to the product of (i) the Receivable Balance as of the Borrower and applicable Cutoff Date of the Collateral Manager further agrees that a breach of any of their covenants contained Eligible Receivables to be purchased, multiplied by (ii) the Credit Enhancement Factor(s) in this Section 6.04 will cause irreparable injury effect on such Purchase Date. Subject to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each satisfaction of the Borrower conditions and on the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant terms set forth herein, the Trust shall pay to the UCC, each of Trust Depositor the Borrower and Cash Purchase Price for the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding Purchased Receivable on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted related Purchase Date in accordance with the following provisions shall be considered a commercially reasonable sale, and each of SECTION 2.2(B). On the date of the Borrower Initial Purchase, on each Incremental Purchase Date and on each Subsequent Transfer Date, the Collateral Manager hereby irrevocably waives any right Trust Depositor shall sell, transfer, assign, set over and otherwise absolutely convey to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale Trust by execution of an Assignment substantially in the State form of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).EXHIBIT H hereto:

Sales. Except as otherwise provided herein, to the extent permitted under Applicable Law, at the election of the Mortgagee, the following provisions shall apply to any sale of the Mortgaged Property hereunder, whether made pursuant to the power of sale hereunder or under any Applicable Law, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Each of The Mortgagee or the Borrower and court officer (as the Collateral Manager recognizes that an Agent case may be unable as the Person conducting any sale) may conduct any number of sales from time to effect a public time. The power of sale of hereunder or under any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale Applicable Law shall not be deemed exhausted by any sale as to any part or parcel of the Mortgaged Property which is not sold, unless and until the Secured Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a commercially unreasonable manner solely by virtue of being a private salewhole or in part or parcels and the Mortgagor hereby waives its right to direct the order in which the Mortgaged Property or any part or parcel thereof is sold. (b) Each of Any sale may be postponed or adjourned by public announcement at the Borrower time and the Collateral Manager place appointed for such sale or for such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant After each sale, the Person conducting such sale shall execute and deliver to the UCCpurchaser or purchasers at such sale a good and sufficient instrument or instruments granting, each conveying, assigning and transferring but without warranty all right, title and interest of the Borrower Mortgagor in and to the Mortgaged Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Mortgagor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Mortgagor (with full power to substitute any other Person in its place as such attorney-in- fact), to act in the name of the Mortgagor or, at the option of the Person conducting such sale, in such Person's own name, to make without warranty by such Person any conveyance, assignment, Transfer or delivery of the Mortgaged Property sold, and to execute, acknowledge and deliver any instrument of conveyance, assignment, Transfer or delivery or other document in connection therewith or to take any other action incidental thereto, as the Person conducting such sale shall deem appropriate in its discretion; and the Collateral Manager Mortgagor hereby specifically agrees (x) that it shall not raise irrevocably authorizes and directs any objection other Person to act upon the foregoing appointment and a Secured Party’s purchase certificate of the Collateral (through bidding on Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the obligations request of such attorney-in-fact the Mortgagor shall promptly execute, acknowledge and deliver any documentation which such attorney-in-fact may require for the purpose of ratifying, confirming or otherwise) and (y) that a foreclosure sale conducted in conformity with effectuating the principles set forth in various no action letters promulgated powers granted hereby or any such conveyance, assignment, Transfer or delivery by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleattorney-in-fact. (d) Each Any statement of fact or other recital made in any instrument referred to in Section 5.05(c) given by the Person conducting any sale as to the nonpayment of any Secured Obligation, the occurrence of any Event of Default, the amount of the Borrower Secured Obligations due and payable, the Collateral Manager agrees that request to the Collateral Agent shall not have any general duty or obligation Mortgagee to make any effort to obtain or pay any particular price for any Collateral sold by sell, the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction notice of the Administrative Agenttime, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each place and terms of sale and of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right Mortgaged Property to conduct, and shall not incur any liability as a result of, the sale of any Collateralbe sold having been duly given, or any part thereofother act or thing having been duly done or not done by the Mortgagor, at the Mortgagee or any other Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale conducted may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the conduct of such sale, but in a commercially reasonable manner, it being agreed by the parties hereto that some or all name and on behalf of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any Person conducting such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition The receipt of the CollateralPerson conducting any sale for the purchase money paid at any such sale shall be sufficient discharge therefor to any purchaser of any Mortgaged Property sold, including without limitationand no such purchaser, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Defaultor its representatives, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to grantees or assigns, after paying such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and receiving such receipt, shall be delivered not later than one bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or the Loan Documents or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (1f) Business Day Any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and (to the extent permitted under Applicable Law) shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee or any Secured Party may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (h) In the event that the Mortgagor or any Person claiming by, through or under the Mortgagor shall transfer or fail to surrender possession of the Mortgaged Property after the date on which the Borrower receives notice from the Administrative Agent exercise of any of the occurrence of remedies provided for herein or any sale thereof, then the Mortgagor or such Event of Default and termination Person shall be deemed a tenant at sufferance of the Commitmentspurchaser at such sale, as applicablesubject to eviction by means of forcible entry and unlawful detainer proceedings, or subject to any other right or remedy available hereunder or under Applicable Law. (i) Upon any sale, it shall not be necessary for the Person conducting such sale to have any Mortgaged Property being sold present or constructively in its possession. (j) To the extent permitted under Applicable Law, in the event that a foreclosure hereunder shall be commenced by the Mortgagee, the Mortgagee may at any time before the sale abandon the sale, and may institute suit for the intent collection of the Administrative Agent to liquidate Secured Obligations or dispose reinstitute suit for the foreclosure of this Mortgage, or in the event that the Mortgagee should institute suit for collection of the CollateralSecured Obligations or the foreclosure of this Mortgage, the Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and which Exercise Notice shall set forth evidence reasonably satisfactory to sell the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase Mortgaged Property in accordance with the provisions of this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Mortgage.

Sales. (a) Each of the A Borrower and Entity or the Collateral Manager recognizes that an Agent on its behalf may be unable Dispose (or direct the Collateral Agent, on behalf of a Borrower Entity, to effect a public sale Dispose) of any or all of Collateral Obligation at any time without the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach consent of any of their covenants contained in this Section 6.04 will cause irreparable injury to the AgentsPerson; provided that, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall if an Event of Default has occurred and is continuing (or will occur or be considered continuing af ter giving ef fect to be a “public” such sale for purposes and the application of the UCC proceeds thereof), the consent of the Administrative Agent must be obtained prior to such Disposition (in its sole and absolute discretion) unless such Collateral Obligation is an Unsettled Sale Asset and (2) shall be considered if either (x) the proceeds to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of received by the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may Entities from such Disposition would be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreementrelated Individual Realization Application Amount, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (iy) the Collateral Agent conducts Portfolio Requirements would not be satisfied on a pro forma basis af ter giving ef fect to such foreclosure sale transfer and this failure would result in the State of New York; a Borrowing Base Def iciency or (iiz) such foreclosure sale Disposition is conducted in accordance with a cashless transfer to the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure saleEquity Holder or an Af filiate thereof, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent consent of the Administrative Agent must be obtained prior to liquidate or dispose such Disposition (in its sole and absolute discretion). 109 (b) Limit on Affiliate Sales. Notwithstanding the foregoing, the Aggregate Principal Amount of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory all Collateral Obligations (other than Warranty Collateral Obligations) Disposed of to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (Equity Holder or its designated any Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral thereof pursuant to this Section 6.04(e)8.1 shall not in aggregate exceed 20% of the Equity Holder Purchased Loan Balance measured as of the date of such Disposition; provided that the Aggregate Principal Amount of all Collateral Obligations that are Defaulted Obligations (other than Warranty Collateral Obligations) Disposed of to the Equity Holder or any Affiliate thereof pursuant to this Section 8.1 shall not exceed 10% of the Equity Holder Purchased Loan Balance measured as of the date of such Distribution.

Sales. (aA) Each of Following the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale occurrence of any or all of the Collateral and may be compelled Amortization Triggering Event, if elected by Lender in its sole discretion, Borrower agrees to resort to retain one or more private sales thereof. Each of nationally recognized title insurance company or other escrow agent (the Borrower "Escrow Agent") acceptable to Lender and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to use its best efforts to have been made each Escrow Agent execute and deliver to Lender an escrow account acknowledgment in a commercially unreasonable manner solely form and substance satisfactory to Lender. The escrow procedures utilized by virtue the Escrow Agent, following the occurrence of being a private saleany Amortization Triggering Event, shall be satisfactory to Lender. (bB) Each With respect to each sale of a Pledged Interval, Borrower shall deliver, or cause to be delivered, to Lender the Release Fee required hereunder for such Pledged Interval, and following the occurrence of any LOAN AND SECURITY AGREEMENT Amortization Triggering Event, the Release Price required hereunder for such Pledged Interval. Following the occurrence of any Amortization Triggering Event, upon receipt of payment of the Borrower Release Price, Lender shall credit the Release Price payment as provided in Section 2.3(a)(ii) hereof. (C) Lender reserves the right to adjust and re-calculate the Release Price (i) in the event of a reduction in the number of Pledged Intervals then remaining, (ii) if the purchase price under any Contract is less than ninety percent (90%) of the Retail Value set forth in Schedule 4 for such Timeshare Interest constituting a Pledged Interval, or (iii) if Lender determines in its sole discretion that sales of the remaining Pledged Intervals are insufficient to enable all Obligations arising under this Agreement and the Collateral Manager further agrees that a breach other Loan Documents to be repaid in full on or before Borrower's sale of seventy-five percent (75%) of the aggregate number of all Pledged Intervals. (D) Following the occurrence of any of their covenants contained in this Section 6.04 will cause irreparable injury Amortization Triggering Event, Borrower shall, or if applicable, shall instruct the Escrow Agent, to deliver the Agents, that the Agents have no adequate remedy at law applicable Release Price in respect of each Pledged Interval sold, to be sold or otherwise requested by Borrower to be released from the Liens created by this Agreement and the other Security Documents, received by the Escrow Agent on or before the proposed date by Borrower for releasing the Lien encumbering such breach Pledged Interval, directly to Lender upon receipt by Borrower or the Escrow Agent, as applicable. Borrower acknowledges, and, as applicable, shall instruct the Escrow Agent that Lender shall not authorize the recording of any partial release of its Lien related to a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each sold Pledged Interval prior to Lender's receipt of the Borrower and Release Fee and, following the Collateral Manager hereby waives and agrees not to assert any defenses against occurrence of an action for specific performance of such covenants except for a defense that there has been a Payment in FullAmortization Triggering Event, the Release Price. (cE) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following Following the occurrence and during the continuation continuance of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right unless otherwise agreed to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligationsby Lender, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert not be obligated to release its Lien on any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations Obligations under the Agreementthis Agreement or any other Facility Document, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two ten Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) ), with a copy to the Collateral Agent, which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each Subject to Section 3.43.5, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported by the Revolving Collateral AgentLender, and the Notes Collateral Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Borrower Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by the Revolving Collateral AgentLender and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Revolving Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral AgentLender; provided that to the extent the Proceeds of such Collateral are not applied to reduce Revolving Obligations, the Notes Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (b) Subject to Section 3.43.5, neither the Revolving Collateral AgentLender nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Manager recognizes that an Agent may AgentLender and each other Revolving Claimholder will be unable deemed to effect a public sale have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or all other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Notes Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Notes Collateral Agent; provided that to the extent the proceeds of such Collateral are not applied to reduce Notes Obligations the Revolving Collateral AgentLender shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (c) The Notes Claimholders agree that the Revolving Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and may be compelled the Revolving Claimholders agree that the Notes Claimholders shall have the right to resort to one or more private sales thereof. Each credit bid under Section 363(k) of the Borrower and Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Collateral Manager acknowledges and agrees Notes Priority Collateral; provided that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale the Claimholders shall not be deemed to have been made in a commercially unreasonable manner solely agreed to any credit bid by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, Claimholders in connection with any liquidation or disposition the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the Collateralimmediately-preceding sentence, including without limitationthe Notes Collateral Agent, upon the termination for itself and on behalf of the Commitments following other Notes Claimholders, agrees that, so long as the occurrence and during Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum prior written consent of the then accrued and outstanding ObligationsRevolving Collateral AgentLender, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”credit bid under Section 363(k) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence Bankruptcy Code with respect to any Disposition of such Event Revolving Priority Collateral or any Disposition consisting of Default both Notes Priority Collateral and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Revolving Priority Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Revolving Agent, for itself and on behalf of the Exercise Notice. Neither other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect credit bid under Section 363(k) of the Collateral, including Bankruptcy Code with respect to any right described in Section 6.02(b) or Section 7.03, or cause the removal Disposition of the Notes Priority Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition any Disposition consisting of the both Notes Priority Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Revolving Priority Collateral.

Sales. (a) Each By execution of this Agreement, each Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under, the following (the “Transferred Assets”): (i) the Receivables existing at the opening of business on the Closing Date, and thereafter created from time to time (other than any Receivables arising in an Account that is a Suspended Account at such time or a Designated ABL Account) until the Agreement Termination Date (or, if applicable, the Seller Termination Date relating to such Seller), (ii) with respect to any Designated ABL Account, (x) Principal Receivables in an amount equal to the applicable Sold Percentage of all Principal Receivables existing at the opening of business on the related Addition Date and all Non-Principal Receivables created on and after the Addition Date relating thereto, and (y) on each day on which the applicable Seller originates additional Principal Receivables, the applicable Sold Percentage of all Principal Receivables thereafter created from time to time (other than any Receivables arising in an Account that is a Suspended Account) until the Agreement Termination Date (or, if applicable, the Seller Termination Date relating to such Seller) and all Non-Principal Receivables relating thereto, (iii) the Collateral Security and Collections with respect to all Transferred Receivables and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto, all Insurance Proceeds relating thereto and all amounts received in connection with Credit Insurance relating thereto or the proceeds thereof, (iv) without limiting the generality of the Borrower foregoing or the following, all of such Seller’s rights to receive payments from any Dealer in respect of such Receivables and the Collateral Manager recognizes that an Agent may be unable to effect a public sale (v) all proceeds of any or all of the Collateral foregoing. The foregoing does not constitute and may be compelled is not intended to resort result in the creation or assumption by Buyer of any obligation of any Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements, any Participation Agreement or any Syndicated Financing Agreement or any obligation to one any Dealer or more private sales thereofany Manufacturer. Each For the avoidance of doubt, notwithstanding the foregoing conveyance, each Seller shall retain the right or obligation, as applicable, to make all extensions of credit pursuant to the terms of the Borrower related Financing Agreements, and subject to Section 6.3(b), shall retain the Collateral Manager acknowledges right to enter into amendments to the Financing Agreements. The foregoing conveyance shall be effective (x) on the Closing Date, as to all Transferred Assets then existing (it being understood and agrees that any such private sale may result agreed that, in prices the case of this clause (x), the Collections transferred to Buyer shall include all Collections since July 31, 2004), and other terms less favorable than if such sale were a public sale and(y) on each Purchase Date, notwithstanding such circumstances, agree that any such private sale shall not be deemed as to have been made in a commercially unreasonable manner solely by virtue of being a private saleall Transferred Assets arising since the prior Purchase Date. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury Seller agrees, at its own expense, (i) on or prior to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) the Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate computer files that it shall not raise any objection Receivables created (or reassigned, if applicable, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to a Secured Party’s purchase Seller or its designee, if applicable, in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such computer files a code so identifying each such Account (or, in the Collateral (through bidding on the obligations case of Removed Accounts, deleting, or otherwisecausing to be deleted, such code thereafter) and (ii) except as provided in Section 2.7(b), on or prior to the date referred to in clauses (i)(x), (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff or (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitmentsz), as applicable, to deliver to Buyer an Account Schedule. The initial such Account Schedule, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the intent code referenced in clause (i) of this paragraph has been included with respect to any Account, each Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account or a Suspended Account or any Suspended Account subsequently ceases to be a Suspended Account, or (y) such Seller shall have delivered to Buyer at least thirty (30) days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Transferred Receivables to continue to be perfected with the priority required by this Agreement. If any Seller makes any change to the account number (or other alpha-numeric account identifier) reflected in the Account Schedule for any Account, such Seller will promptly deliver an update to the Account Schedule to Buyer and take all action necessary or advisable to cause the interest of the Administrative Agent Buyer in the related Transferred Receivables to liquidate or dispose of continue to be perfected with the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with priority required by this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Agreement.

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the this Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its respective Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Equityholder, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullcovenants. (c) Pursuant to the UCC, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable mannermanner and in accordance with Applicable Law, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager and the Equityholder hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder; provided that such sale was made in accordance with Applicable Law. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker-dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iiie) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and Borrower, the Collateral Manager and the Equityholder at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. No Group Member shall make any Sales except for the following: (a) Each A Permitted Going-Concern Sale, which (for the avoidance of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1doubt) shall be considered consummated pursuant to be a “public” sale for purposes of the UCC bid-procedures motion filed in and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold order entered by the Collateral Agent Bankruptcy Court and sale motion filed in and order entered by the Bankruptcy Court, in each case in form and substance acceptable to the Required DIP Lenders and in compliance with the Milestones; provided that, pursuant to this Agreement. The Collateral the terms hereof, the Agent may, (at the direction of the Administrative AgentRequired DIP Lenders) shall be permitted to “credit bid” the DIP Obligations in any Permitted Going-Concern Sale; provided further that in any such credit bid, among other thingsany non-consenting DIP Lender shall retain the right hereunder to have its Pro Rata DIP Share of its DIP Obligations repaid in full in cash upon the closing of any such credit bid transaction; (b) A Sale by a Subsidiary to a DIP Loan Party; provided that the transferee shall comply with Section 5.14; (c) A Sale of assets in a single transaction or series of related transactions having a Fair Market Value of $100,000.00 or less, accept individually or in the first bid receivedaggregate; (d) A Sale of assets in a single transaction or series of related transactions having a Fair Market Value in excess of $100,000.00, individually or in the aggregate, in each case, subject to the prior written consent of the Required DIP Lenders; (e) Any grant of any license of Patents, Trademarks, know-how, or decide to approach or any other Intellectual Property in the ordinary course of business which does not approach any potential purchasers. Each materially interfere with the business of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability its Subsidiaries taken as a result ofwhole (for the avoidance of doubt, the sale other than perpetual licenses of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, material Intellectual Property); and (f) Any Investment permitted by Section 6.03(a)(iii) (it being agreed by understood that any such Investment and/or Sale shall require the parties hereto that some or all prior written consent of the Collateral is or may be of one or more types that threaten to decline speedily Required DIP Lenders); provided that, in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason case of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the AgreementSales described in clauses (b) and (c) above, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts applicable Group Member shall receive consideration in respect of such foreclosure sale in Sale equal to at least the State Fair Market Value of New York; the assets or property subject to such Sale and (ii) such foreclosure sale is conducted in accordance with unless otherwise agreed to by the Laws Required DIP Lenders, 100% of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined consideration received by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy applicable Group Member in respect of such Sale shall be in the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause form of cash and shall be received by the removal applicable Group Member at the closing of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such Sale.

Sales. (a) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents Agent have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Equityholder, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullcovenants. (c) Pursuant to the UCC, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable mannermanner and in accordance with Applicable Law, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager and the Equityholder hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder; provided that such sale was made in accordance with Applicable Law. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker-dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iiie) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and Borrower, the Collateral Manager and the Equityholder at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. Except as otherwise provided herein, to the fullest extent permitted under applicable law, at the election of the Beneficiary, the following provisions shall apply to any sale of the Trust Property hereunder, whether made pursuant to the power of sale hereunder, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Each To the extent permitted by law, any sale may be conducted by the Beneficiary or the Trustee or by an agent appointed to act on behalf of the Borrower such party and the Collateral Manager recognizes that an Agent may appointment need not be unable to effect a public recorded. The power of sale of any hereunder or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale with respect hereto shall not be deemed exhausted by any sale as to any part or parcel of the Trust Property which is not sold, unless and until the Secured Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a commercially unreasonable manner solely whole or in part or parcels and, to the fullest extent permitted by virtue of being a private salelaw, the Grantor hereby waives its right to direct the order in which the Trust Property or any part or parcel thereof is sold. (b) Each of To the Borrower extent permitted by law, any sale may be postponed or adjourned by public announcement at the time and the Collateral Manager place appointed for such sale or for such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant After each sale, the Person conducting such sale shall execute and deliver to the UCCpurchaser or purchasers at such sale a good and sufficient instrument or instruments granting, each conveying, assigning and transferring all right, title and interest of the Borrower Grantor in and to the Collateral Manager Trust Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Grantor hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Collateral Grantor (through bidding on with full power to substitute any other Person in its place as such attorney-in-fact) to act in the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes name of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent mayGrantor or, at the direction option of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable Person conducting such sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any in such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionallyPerson's own name, to purchase the Collateralmake without warranty by such Person any conveyance, at the price referenced aboveassignment, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following transfer or delivery of the Exercise Notice. Neither the Collateral AgentTrust Property sold, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant and to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).execute,

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that Consummate an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff Asset Sale unless (1) shall be considered to be a “public” sale for purposes at least 75% of the UCC and consideration from such Asset Sale other than Asset Swaps is received in cash, (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, such Restricted Subsidiary receives consideration at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance time of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price Asset Sale at least equal to the sum fair market value of the then accrued and outstanding Obligations, shares or assets subject to such Asset Sale (as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which Board of Directors of the Borrower receives notice from the Administrative Agent of the occurrence of and evidenced in a board resolution) and (3) immediately before and immediately after giving effect to such proposed Asset Sale on a pro forma basis, no Default or Event of Default shall have occurred and termination be continuing and such Asset Sale shall not be an event which is, or after notice or lapse of time or both, would be, an “event of default” under the terms of any Indebtedness of the CommitmentsBorrower or its Restricted Subsidiaries; provided that the amount of any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in the Asset Sale shall be deemed “cash” for purposes of this provision; provided, as applicablefurther, and notwithstanding any other provision of this Section 7.05 to the intent contrary, neither the Borrower nor any Restricted Subsidiary shall consummate an Asset Sale (i) consisting of the Administrative Agent issuance, repurchase or redemption of any Redeemable Equity Interests or (ii) with respect to liquidate Accounts Receivable or dispose Inventory other than in the ordinary course of business. With respect to an Asset Swap constituting an Asset Sale, the Borrower or any Restricted Subsidiary shall be required to receive in cash an amount equal to 75% of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Proceeds of the Exercise Notice. Neither Asset Sale which do not consist of like-kind assets acquired with the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Asset Swap.

Sales. (ai) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower Borrower, the Collateral Manager, and the Preferred Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral Manager pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants agreements contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant agreement contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Preferred Investor, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that the Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions (including, without limitation, Section 4(d)(vi) below) shall be considered a commercially reasonable sale, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than two three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section to the contrary herein or in any Facility Documentcontrary, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by (i) the Administrative Agent. Any such party may exercise such right by delivering Agent shall give not less than two (2) Business Days prior written notice to the Administrative Agent Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (an “Exercise Notice”ii) which shall include a proposed purchase price and be delivered the Collateral Manager and/or the Preferred Investor may, but is not later than one required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (1i) Business Day after the date on which the Borrower receives notice from provided that the Administrative Agent of shall be entitled to reject such offer in its sole discretion and, notwithstanding the occurrence delivery of such Event notice or the receipt of Default such offer, shall remain entitled to engage other potential buyers and termination continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of the CommitmentsBorrower Collateral, as applicablein each case, its sole discretion, and (iii), to the intent extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and the Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to liquidate bid on each such item of Borrower Collateral being sold, transferred or dispose of the Collateralotherwise disposed of, and which Exercise Notice shall set forth evidence reasonably satisfactory subject to the Administrative Agent that the Equityholder has access same terms and conditions applicable to sufficient capital to consummate all other participants in such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)auction.

Sales. (a) Each Neither the Company nor any of its Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any properties or assets, whether now owned or hereafter acquired, or any income or profits therefrom, except, in the case of the Borrower Company and the Collateral Manager recognizes that an Agent may be unable to effect a public sale so long as no Potential Event of Default or Event of Default has occurred and is continuing, assets consisting of any stock or all stock equivalents of an Unrestricted Subsidiary, and except, in the Case of the Collateral Company and may be compelled to resort to one or more private sales thereof. Each its Subsidiaries, as part of a Permitted Disposition, without the prior written consent of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale Requisite Lenders, and, notwithstanding in any event (including in the case of a Permitted Disposition), for less than (i) the fair market value of such circumstancesassets as determined by the board of directors of the Company or such Subsidiary in its reasonable discretion and (ii) ninety percent (90%) of the net book value of such assets; provided, agree that any such private sale however, the foregoing shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees prohibit (x) that it shall not raise any objection to a Secured Party’s purchase sales of Inventory occurring in the ordinary course of business of the Collateral (through bidding on the obligations or otherwise) Company and its Subsidiaries and (y) that a foreclosure sale conducted sales of assets occurring in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes ordinary course of business of the UCC Company and its Subsidiaries that do not exceed in the aggregate Two Million Dollars (2$2,000,000) shall be considered in any Fiscal Year; provided, further, to be commercially reasonable notwithstanding that a Secured the extent any Loan Party purchases the Collateral at such a sale. would receive Net Cash Proceeds in excess of an aggregate amount of Ten Million Dollars (d$10,000,000) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, from the sale of any Collateral, or any part thereof, at any sale conducted assets in a commercially reasonable manner, it being agreed by the parties hereto that some single transaction or all series of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less related transactions (other than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition sale and leaseback transactions constituting Permitted Dispositions) which would not otherwise require the consent of the CollateralRequisite Lenders hereunder, including without limitationand such Net Cash Proceeds would, upon the termination receipt thereof by such Loan Party, be required to be applied to any portion of the Commitments following Revolving Loans pursuant to Section 2.06(b), then such Loan Party shall obtain the occurrence and during prior written consent of the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject Requisite Lenders to such liquidation sale. Notwithstanding the foregoing, any Loan Party shall be permitted to sell to any institution in the business of receivables collection, credit insurance or at factoring (which may be a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”Lender) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicableany past-due Receivable, and the intent of Agent shall release its Lien thereon, so long as the Administrative Agent following conditions are met with respect to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory each such sale: (A) to the Administrative Agent extent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery aggregate face amount of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral all past-due Receivables sold pursuant to this Section 6.04(e)sentence in the twelve-month period preceding the date of such sale plus the face amount of such past-due Receivable exceeds $1,000,000, the Agent shall have indicated its consent to such sale by executing a Request for Release of Receivables in the form of Exhibit 11 (the "Request for Release of Receivables") specifically referring to such past-due Receivable delivered by such Loan Party to the Agent; and (B) in all cases such Loan Party's grant of a Lien on such past-due Receivable to such institution and the Agent's release of such Receivable from the Collateral shall become effective only upon the consummation of such sale to such institution and only upon such Loan Party's receipt of the cash proceeds of such sale.

Sales. (a) Each Upon its exercise of an Inclusion Right, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities and/or Restricted Preferred Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of all Liens, and a limited power-of-attorney authorizing the Transferor to sell or otherwise dispose of such shares of Restricted Securities and/or Restricted Preferred Securities pursuant to the terms of the Borrower Article III Offer, provided, however, that in the event that the purchase and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any Restricted Securities or all of Restricted Preferred Securities contemplated by the Collateral Article III Offer is not completed, such certificate(s) and may power-of-attorney shall be compelled returned to resort to one or more private sales thereof. Each of the Borrower and Offeree in accordance with Section 3.2(c) promptly upon request by the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private saleOfferee. (b) Each The Transferor shall have until one hundred twenty (120) days commencing on the expiration of the Borrower 30 day period following delivery of the Inclusion Notice, in which to sell or otherwise dispose of, on behalf of itself and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury Offerees, up to the Agentsnumber of shares of Restricted Securities and/or Restricted Preferred Securities covered by the Article III Offer (and the number of Transferor Shares) to the Buyer. If all such shares are not sold to the Buyer, that the Agents have no adequate remedy Transferor, at law in respect its option, may elect to sell on behalf of itself and the Offerees such number of shares as the Buyer will purchase, Pro Rata among the Transferee and each Offeree, as nearly as practicable. The material terms of such breach andsale, as a consequenceincluding, that each without limitation, price and every covenant contained in this Section 6.04 form of consideration, shall be specifically enforceable against as set forth in the Borrower Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Collateral ManagerOfferees' Restricted Securities and/or Restricted Preferred Securities (if any) proposed to be sold to the Buyer, and the Transferor shall return to each of the Borrower Offerees its respective certificates, if any, representing shares of Restricted Securities and/or Restricted Preferred Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the Collateral Manager hereby waives and agrees not provisions of this Article III shall continue to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment be in Fulleffect. (c) Pursuant Promptly after the consummation of the sale or other disposition of the Transferor Shares and Restricted Securities and/or Restricted Preferred Securities of the Offerees to the UCCBuyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, and the Buyer shall pay to the Transferor and each of the Borrower Offerees their respective portions of the sales price of the Restricted Securities and/or Restricted Preferred Securities sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated terms thereof as may be reasonably requested by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleOfferees. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein contained in this Article III, except for the Transferor's obligation to return to each Offeree any certificates representing the Offerees' Restricted Securities or in any Facility DocumentRestricted Preferred Securities, in connection with any liquidation or disposition there shall be no liability on the part of the Collateral, including without limitation, upon Transferor to any Stockholder in the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent event that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral proposed sale pursuant to this Section 6.04(e)Article III is not consummated for whatever reason. Whether a sale of Restricted Securities or Restricted Preferred Securities is effected pursuant to this Article III by the Transferor is in the sole and absolute discretion of the Transferor.

Sales. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (aA) Each of Following the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale occurrence of any or all of the Collateral and may be compelled Amortization Triggering Event, if elected by Lender in its sole discretion, Borrower agrees to resort to retain one or more private sales thereof. Each of nationally recognized title insurance company or other escrow agent (the Borrower “Escrow Agent”) acceptable to Lender and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to use its best efforts to have been made each Escrow Agent execute and deliver to Lender an escrow account acknowledgment in a commercially unreasonable manner solely form and substance satisfactory to Lender. The escrow procedures utilized by virtue the Escrow Agent, following the occurrence of being a private saleany Amortization Triggering Event, shall be satisfactory to Lender. (bB) Each With respect to each sale of a Pledged Interval, Borrower shall deliver, or cause to be delivered, to Lender the Release Fee required hereunder for such Pledged Interval, and following the occurrence of any Amortization Triggering Event, the Release Price required hereunder for such Pledged Interval. Following the occurrence of any Amortization Triggering Event, upon receipt of payment of the Borrower Release Price, Lender shall credit the Release Price payment as provided in Section 2.3(a)(ii) hereof. (C) Lender reserves the right to adjust and re-calculate the Release Price (i) in the event of a reduction in the number of Pledged Intervals then remaining, (ii) if the purchase price under any Contract is less than ninety percent (90%) of the Retail Value set forth in Schedule 4 for such Timeshare Interest constituting a Pledged Interval, or (iii) if Lender determines in its sole discretion that sales of the remaining Pledged Intervals are insufficient to enable all Obligations arising under this Agreement and the Collateral Manager further agrees that a breach other Loan Documents to be repaid in full on or before Borrower’s sale of seventy-five percent (75%) of the aggregate number of all Pledged Intervals. (D) Following the occurrence of any of their covenants contained in this Section 6.04 will cause irreparable injury Amortization Triggering Event, Borrower shall, or if applicable, shall instruct the Escrow Agent, to deliver the Agents, that the Agents have no adequate remedy at law applicable Release Price in respect of each Pledged Interval sold, to be sold or otherwise requested by Borrower to be released from the Liens created by this Agreement and the other Security Documents, received by the Escrow Agent on or before the proposed date by Borrower for releasing the Lien encumbering such breach Pledged Interval, directly to Lender upon receipt by Borrower or the Escrow Agent, as applicable. Borrower acknowledges, and, as applicable, shall instruct the Escrow Agent that Lender shall not authorize the recording of any partial release of its Lien related to a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each sold Pledged Interval prior to Lender’s receipt of the Borrower and Release Fee and, following the Collateral Manager hereby waives and agrees not to assert any defenses against occurrence of an action for specific performance of such covenants except for a defense that there has been a Payment in FullAmortization Triggering Event, the Release Price. (cE) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following Following the occurrence and during the continuation continuance of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right unless otherwise agreed to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligationsby Lender, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert not be obligated to release its Lien on any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower Borrower, the Equityholder and the Collateral ManagerServicer, and each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to To the extent that the Agents effect a public sale of any or all of the Collateral in accordance with the requirements of the UCC, each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall not be considered deemed to be have been made in a commercially reasonable notwithstanding that unreasonable manner solely by virtue of a Secured Party purchases purchasing the Collateral at such a sale. (d) Each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Each of the Borrower, the Equityholder and the Servicer hereby agrees that the Collateral Agent may, (at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent ) shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower So long as the applicable Agent effects a private sale of any or all of the Collateral in accordance with the requirements of the UCC, each of the Borrower, the Equityholder and the Collateral Manager Servicer hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonablereasonable and in accordance with Applicable Law, each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower Borrower, the Equityholder and the Collateral Manager Servicer hereby irrevocably waives any right to contest argument that any such sale conducted in accordance with the following provisionsprovisions is not a commercially reasonable sale: (i) the Collateral Agent (or any broker dealer or agent on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Applicable Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days ten (10) days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager Servicer at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (aA) Each of Following the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale occurrence of any or all of the Collateral and may be compelled Amortization Triggering Event, if elected by Lender in its sole discretion, Borrower agrees to resort to retain one or more private sales thereof. Each of nationally recognized title insurance company or other escrow agent (the Borrower “Escrow Agent”) acceptable to Lender and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to use its best efforts to have been made each Escrow Agent execute and deliver to Lender an escrow account acknowledgment in a commercially unreasonable manner solely form and substance satisfactory to Lender. The escrow procedures utilized by virtue the Escrow Agent, following the occurrence of being a private saleany Amortization Triggering Event, shall be satisfactory to Lender. (bB) Each With respect to each sale of a Pledged Interval, Borrower shall deliver, or cause to be delivered, to Lender the Release Fee required hereunder for such Pledged Interval, and following the occurrence of any Amortization Triggering Event, the Release Price required hereunder for such Pledged Interval. Following the occurrence of any Amortization Triggering Event, upon receipt of payment of the Borrower Release Price, Lender shall credit the Release Price payment as provided in Section 2.3(a)(ii) hereof. (C) Lender reserves the right to adjust and re-calculate the Release Price (i) in the event of a reduction in the number of Pledged Intervals then remaining, (ii) if the Purchase Price under any Purchase Agreement is less than ninety percent (90%) of the Retail Value set forth in Schedule 4 for such Timeshare Interest constituting a Pledged Interval, or (iii) if Lender determines in its sole discretion that sales of the remaining Pledged Intervals are insufficient to enable all Obligations related to the Inventory Loan arising under this Agreement and the Collateral Manager further agrees that a breach other Loan Documents to be repaid in full on or before Borrower's sale of seventy-five percent (75%) of the aggregate number of all Pledged Intervals. (D) Following the occurrence of any of their covenants contained in this Section 6.04 will cause irreparable injury Amortization Triggering Event, Borrower shall, or if applicable, shall instruct the Escrow Agent, to deliver the Agents, that the Agents have no adequate remedy at law applicable Release Price in respect of each Pledged Interval sold, to be sold or otherwise requested by Borrower to be released from the Liens created by this Agreement and the other Security Documents, received by the Escrow Agent on or before the proposed date by Borrower for releasing the Lien encumbering such breach Pledged Interval, directly to Lender upon receipt by Borrower or the Escrow Agent, as applicable. Borrower acknowledges, and, as applicable, shall instruct the Escrow Agent that Lender shall not authorize the recording of any partial release of its Lien related to a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each sold Pledged Interval prior to Lender's receipt of the Borrower and Release Fee and, following the Collateral Manager hereby waives and agrees not to assert any defenses against occurrence of an action for specific performance of such covenants except for a defense that there has been a Payment in FullAmortization Triggering Event, the Release Price. (cE) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following Following the occurrence and during the continuation continuance of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right unless otherwise agreed to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligationsby Lender, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert not be obligated to release its Lien on any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each Subject to the terms and conditions of this Agreement, the Trust Depositor shall sell, transfer, set-over, convey and absolutely assign to the Trust the Trust Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereof, and the Trust agrees to make such purchases from time to time (the first such date, the "Initial Transfer Date") during the period from the Closing Date to but not including the Purchase Period Termination Date (the first such sale and purchase to be effected hereunder, the "Initial Purchase"; each subsequent sale and purchase, an "Incremental Purchase"; and any such sale and purchase, a "Purchase"). Under no circumstances, however, shall the Trust be obligated to make any Purchase if, after giving effect to such Purchase, the aggregate Outstanding Amount would exceed the lesser of (i) the Note Purchase Limit or (ii) the Funding Date Overcollateralization. Upon the payment of the Borrower related Cash Purchase Price (as defined below) for the Initial Purchase or any Incremental Purchase and on each Substitute Asset Transfer Date, the Trust Depositor shall have, and shall be deemed hereunder to have, irrevocably and absolutely sold, assigned, transferred, set-over and conveyed to the Trust, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Trust Depositor in and to the Trust Assets relating to such Initial Purchase or Incremental Purchase, as the case may be. The aggregate amount of all advances made by the Noteholders during the Purchase Period shall not exceed the Note Purchase Limit. Although the Trust Depositor and the Collateral Manager recognizes Trust agree that an Agent may such transfer is intended to be unable to effect a public sale of any or all ownership of the Collateral Trust Assets, rather than the granting of a security interest to secure a borrowing, and may that the Trust Assets shall not be compelled to resort to one or more private sales thereof. Each property of the Borrower and Trust Depositor, in the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale andevent, notwithstanding such circumstancesintent, agree that any such private sale transfer is deemed to be a grant of a security interest to secure a borrowing, the Trust Depositor shall not be deemed to have been made granted (and hereby grants to) the Trust a perfected first priority security interest in such Trust Assets (subject to Permitted Liens) and this Agreement shall constitute a commercially unreasonable manner solely by virtue security agreement under Requirements of being a private saleLaw securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and the other Transaction Documents and in the order and priorities, and subject to the other terms and conditions of this Agreement. Upon the addition or substitution of an Asset pursuant to Section 2.7, the Trust Depositor shall have, and shall be deemed hereunder to have, irrevocably and absolutely sold, assigned, transferred, set-over and conveyed to the Trust, without recourse, representation or warranty, except as provided in the Transaction Documents, all right, title and interest of the Trust Depositor in and to the Trust Assets relating to such addition or substitution, as the case may be. (b) Each of The purchase price for the Borrower and Purchased Receivables in each Asset Pool Portion shall be the Collateral Manager further agrees that a breach of applicable Cash Purchase Price. The "Cash Purchase Price" for any of their covenants contained in this Section 6.04 will cause irreparable injury Asset Pool Portion shall be an amount equal to the Agents, that the Agents have no adequate remedy at law in respect product of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in Receivable Balance as of the State applicable Cutoff Date of New York; the Eligible Receivables to be purchased, multiplied by (ii) the applicable Credit Enhancement Factor in effect on such foreclosure sale is conducted in accordance with Transfer Date. Subject to the Laws satisfaction of the State of New York; and (iii) not more than thirty days before, conditions and not less than two Business Days in advance of such foreclosure saleon the terms set forth herein, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything Trust shall pay to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of Trust Depositor the Collateral, including without limitation, upon Cash Purchase Price for the termination of Purchased Receivable on the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)related Transfer Date.

Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except: (a) Each sales, transfers and dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; (b) sales, transfers and dispositions of assets to the Borrower or any Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09; provided, further that compliance with Section 6.09(a)(i) shall not be required, subject to the satisfaction of the Payment Condition on a pro forma basis after giving effect to such sale, transfer or disposition; (c) sales, transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof; (d) sales, transfers and dispositions of Permitted Investments and other investments permitted by clauses (j) and (k) of Section 6.04; (e) Sale and Leaseback Transactions permitted by Section 6.06; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (g) licenses, sublicenses, leases and subleases, in each case, in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale Subsidiaries; (h) sales of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each Equity Interests of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result so long as no Change in prices and other terms less favorable than if such sale were a public sale Control results therefrom; and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other clause of this Section, provided that the Collateral Agent conducts aggregate net book value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (i) shall not exceed $5,000,000 (or such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, greater amount as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”may agree in its Permitted Discretion) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent during any fiscal year of the occurrence of such Event of Default Borrower; provided that all sales, transfers, leases and termination of the Commitmentsother dispositions permitted hereby (other than those permitted by paragraphs (b), as applicable, (c) and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fundf) above) shall be obligated, irrevocably made for fair value and unconditionally, to purchase the Collateral, for at the price referenced above, for settlement within the normal settlement period for such Collateral. The least 75% cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)consideration.

Sales. (ai) Each of the Borrower and Borrower, the Collateral Manager Manager, each Lender and each Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and Borrower, the Collateral Manager Manager, each Lender and each Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower and Borrower, the Collateral Manager and each Investor further shall use its commercially reasonable efforts to do or cause to be done all such other acts (other than any registration of any such sale or any applicable securities under the Securities Act) as may be reasonably requested by the Administrative Agent and necessary to make any sale or sales of all or any portion of the Collateral pursuant to this Section 5(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager and each Investor further agrees that a breach of any of their covenants contained in this Section 6.04 5(d) will cause irreparable injury to the AgentsAdministrative Agent and the Lenders, that the Agents Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 5(d) shall be specifically enforceable against the Borrower Borrower, the Collateral Manager and the Collateral ManagerInvestors, and each of the Borrower and Borrower, the Collateral Manager and each Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred and is continuing under this Agreement or any defense relating to the Administrative Agent's willful misconduct or gross negligence. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (div) Each of the Borrower and Borrower, the Collateral Manager Manager, each Lender and each Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Subject to Section 5(i), the Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager Manager, each Lender and each Investor hereby agrees that that, subject to Section 5(i), the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at at, any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager Manager, each Lender and each Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s 's obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting ; provided that the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted Administrative Agent has acted in accordance with the following provisions shall be considered Section 5(i) and otherwise in a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any manner in conducting such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure private sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower and the Collateral Manager Servicer recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager Servicer acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager Servicer further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral ManagerServicer, and each of the Borrower and the Collateral Manager Servicer hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager Servicer hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager Servicer agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager Servicer hereby agrees that the Collateral Agent (at the direction of the Administrative Agent) shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager Servicer hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager Servicer hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager Servicer hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty (30) days before, and not less than two (2) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager Servicer at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any other Facility Document, upon the declaration that the unpaid principal amount of all outstanding Loans, all Interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Facility Document be immediately due and payable (or the occurrence thereof), the Borrower or any Affiliate of the Borrower or the Servicer designated by the Servicer (such parties collectively in connection with any liquidation or disposition of such capacity, the “Purchasing Parties”) may purchase the Collateral, including without limitationin whole or in part, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or (a) at a purchase price at least equal to determined by the Borrower but in any event not less than the sum of (i) the then accrued and amount of the Obligations outstanding Obligations, as reasonably determined plus (ii) all other amounts owing or payable to the Secured Parties by the Administrative Agent. Any Borrower hereunder or under any other Facility Document and (b) (i) paying or, in the case of the Servicer, causing the Borrower to pay, such party may exercise such right by delivering written notice amount to the Administrative Agent (an “Exercise Notice”) which shall include a proposed for the benefit of the Secured Parties using the proceeds from such purchase price and be delivered not later than one 5:00 p.m. on the third (13rd) Business Day after following the date on which declaration or automatic occurrence of the Borrower receives notice from acceleration of the Loans (or such later deadline as the Administrative Agent and each of the occurrence of such Event of Default and termination of Lenders may agree with the Commitments, as applicable, and the intent of Borrower) or (ii) (A) delivering to the Administrative Agent to liquidate not later than 5:00 p.m. on the third (3rd) Business Day following the declaration or dispose automatic occurrence of the Collateral, acceleration of the Loans (or such later deadline as the Administrative Agent and which Exercise Notice shall set forth evidence reasonably each of the Lenders may agree with the Borrower) a written report that is satisfactory to the Administrative Agent that in its sole discretion showing a projected purchase of the Equityholder has access to sufficient capital to consummate Collateral at such purchase in accordance with this clause price based on capital calls made by the Parent on its investors that will be contributed to the Borrower and be available for purchasing the Collateral at such purchase price by no later than 5:00 p.m. on the tenth (e). Once an Exercise Notice is delivered 10th) Business Day following delivery of such notice by the Borrower and (B) paying such amount to the Administrative Agent, Agent for the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase benefit of the Collateral, at Secured Parties using the price referenced above, for settlement within the normal settlement period for proceeds from such Collateral. The cash purchase price must be received no capital call not later than ten 5:00 p.m. on the tenth (1010th) Business Days Day following delivery of such notice by the Exercise NoticeBorrower, and thereafter in each case of (i) and (ii), the Purchasing Parties’ right of first refusal shall terminate (the period from declaration or automatic occurrence of the acceleration of the Loans to the expiration of such right of first refusal being referred to herein as the “Standstill Period”). Neither For the avoidance of doubt, none of the Collateral Agent, the Administrative Agent nor and any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager Servicer pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Standstill Period.

Sales. If the aggregate book value of any assets of the Principal and/or any Material Subsidiary which are sold, leased, transferred, subjected to put/call arrangements or otherwise disposed of (other than pursuant to any of the transactions described in subsections (a) Each to (g) hereof) during a fiscal year of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all Principal, exceeds 40% of the Collateral and may book value of Consolidated Tangible Assets, each such book value to be compelled calculated by reference to resort to one or more private sales thereof. Each the most recently available audited consolidated financial statements of the Borrower and Principal, then the Collateral Manager acknowledges and agrees that Principal shall (i) cause the Net Cash Proceeds arising from any such private sale may result sales, leases, transfers, put/call arrangements or other dispositions in prices excess of such 40% threshold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and other terms less favorable than (ii) obtain from such third parties, to the extent that cash collateral has been provided to such third parties, releases of EDC from its obligations under such EDC Agreements; such cash collateral security arrangements and any releases shall be in form and substance satisfactory to EDC and such third parties; provided that if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale third party refuses to accept such cash collateral or to so release EDC, then such cash collateral, in form and substance satisfactory to EDC, shall not be deemed to have been made provided to, and accepted by, EDC, except that no such cash collateral and no such releases shall be required in a commercially unreasonable manner solely by virtue respect of being a private sale.the following transactions: (a) sales of inventory, used or surplus equipment or Permitted Investments or sales, assignments or licenses (or abandonments) of intellectual property or technology, all in the ordinary course of business; (b) Each of the Borrower sales, transfers and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury other dispositions to the AgentsPrincipal or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that the Agents have no adequate remedy at law in respect of such breach and, as is not a consequence, that each and every covenant contained in this Section 6.04 Material Subsidiary shall be specifically enforceable against at prices not less favourable than could be obtained on an arm’s-length basis from unrelated third parties, it being understood that prices determined in accordance with the Borrower Principal’s policies and relevant tax or regulatory requirements as customarily applied by the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not Principal will be deemed to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.be on arm’s-length basis; (c) Pursuant to sales, transfers and other dispositions under consideration on the UCC, each of the Borrower date hereof and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase possibility of which was disclosed in the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.Disclosure Schedule; (d) Each Financing Leases and sales of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty accounts receivable or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part rights in respect thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which not otherwise prohibited under any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New YorkFacility Documents; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything (i) easements or other similar covenant agreements that relate to and/or benefit the contrary herein or in any Facility Document, in connection with any liquidation or disposition operation of the Collateral, including without limitation, upon the termination property of the Commitments following Principal or any Subsidiary, do not materially or adversely affect the occurrence use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm’s-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings not prohibited hereunder; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be made for fair value as determined by the Principal or as necessary to comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuation continuance of an a Specified Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum be deposited and maintained in accounts of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any Principal or such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the CommitmentsMaterial Subsidiary, as applicable, subject to a perfected security interest in favour of EDC in form and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably substance satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative AgentEDC, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateralacting reasonably. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender Principal shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, promptly take or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans be taken all such actions as are necessary to occur, in each case during the time ensure that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such perfection is achieved.

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that -98- USActive 55502425.1255502425.13 any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the USActive 55502425.1255502425.13 termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each To the extent permitted by Applicable Law, each Trustor waives all claims, damages and demands it may acquire against the Beneficiary arising out of the Borrower exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Encumbered Property shall be required by law, such notice shall be deemed reasonable and the Collateral Manager proper if given at least ten (10) days before such sale or other disposition. Each Trustor recognizes that an Agent the Beneficiary may be unable to effect a public sale of any or all of the Collateral Encumbered Property and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager Trustor also acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury each Trustor waives, to the Agentsextent permitted by Applicable Law, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against Beneficiary and the Secured Parties arising by reason of the fact that the price at which any of the Collateral Encumbered Property may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the AgreementSecured Obligations, even if the Collateral Agent Beneficiary accepts the first bid offer received and does not offer any Collateral the Encumbered Property to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees offeree; provided that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure private sale is conducted in accordance with the Laws this Instrument. Each Trustor hereby agrees that in respect of any sale of any of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure saleEncumbered Property pursuant to the terms hereof, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything Beneficiary is hereby authorized to the contrary herein comply with any limitation or in any Facility Document, restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any liquidation violation of Applicable Law, or disposition in order to obtain any required approval of the Collateral, including without limitation, upon the termination sale or of the Commitments following the occurrence purchaser by any Governmental Agency, and during the continuation each Trustor further agrees that such compliance shall not, in and of an Event of Defaultitself, the Equityholder and/or result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Beneficiary be liable or accountable to any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum Trustor for any discount allowed by reason of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any fact that such party may exercise Encumbered Property is sold in compliance with any such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate limitation or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)restriction.

Sales. (ai) Each of the Borrower and Borrower, the Collateral Manager and each Equity Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and Borrower, the Collateral Manager and each Equity Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower and Borrower, the Collateral Manager and each Equity Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Collateral pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager and each Equity Investor further agrees that a breach of any of their covenants contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower Borrower, the Collateral Manager and the Collateral Manager, Equity Investors and each of the Borrower and Borrower, the Collateral Manager and each Equity Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (cA) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Collateral only if the Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager and the Equity Investors that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the Code. Pursuant to the UCC, each of the Borrower and Borrower, the Collateral Manager and each Equity Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the with the practices set forth in subclause (B) below and the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Collateral at such a sale. (dB) The practices referred to in subclause (A) are as follows: (I) each individual item of Collateral will be sold, respectively, only as a block to a single purchaser, and such item will not be split up or broken down, (II) the purchaser will represent that the Collateral is being acquired with investment intent and not with a view toward the sale or distribution thereof; (III) any transfer or assignment restrictions on the Collateral will be followed; (IV) the Administrative Agent will provide on request to any prospective purchaser the information that the Administrative Agent has with respect to the Collateral; and (V) the public auction of the Collateral will be conducted as prescribed under the UCC. (v) Each of the Borrower and Borrower, the Collateral Manager and each Equity Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, exercised in good faith, subject to applicable law, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager and each Equity Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager and each Equity Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Collateral to more than one bidder; provided that Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and Borrower, the Collateral Manager and each Equity Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and Borrower, the Collateral Manager and each Equity Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than two three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower and Borrower, the Collateral Manager and the Equity Investors at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section 4 to the contrary herein contrary, prior to any proposed private sale, transfer or in any Facility Document, in connection with any liquidation or other disposition of the any Collateral, including without limitation(i) the Administrative Agent shall give not less than two (2) Business Days’ prior written notice to the Collateral Manager and each Equity Investor of any such proposed private sale, upon transfer or other disposition of any Collateral, (ii) the termination of Collateral Manager and/or the Commitments following the occurrence and Equity Investors (or any designee thereof) may, but are not required to, irrevocably offer to buy all (but not less than all) Collateral (A) during the continuation continuance of an Event of DefaultDefault but prior to receipt of any notice of proposed private sale, transfer or other disposition of any Collateral from the Administrative Agent and (B) following receipt of the notice described in clause (i) above; provided that unless such offer is for at least the full amount of the Termination Obligations, the Equityholder and/or Administrative Agent shall be entitled to reject such offer in its sole discretion and, notwithstanding the delivery of such notice or the receipt of such offer, shall remain entitled to engage other potential buyers and continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of such Collateral, in each case, its Affiliates shall have the right to purchase the Collateral subject to sole discretion, provided further that if (x) such liquidation or at a purchase price irrevocable offer for at least equal the full amount of the outstanding Termination Obligations is delivered to the sum Administrative Agent in writing prior to the giving of the then accrued and outstanding Obligationsrelated notice of such proposed private sale, as reasonably determined transfer or other disposition (or, within two (2) Business Days of the giving of the related notice of such proposed private sale, transfer or other disposition), in each case, by the Administrative Agent. Any , (y) such party may exercise irrevocable offer is subject to no conditions other than that the Collateral Manager and/or the Equity Investors (or any designee thereof), as applicable, will have up to 10 Business Days from the giving of the related notice of such right proposed private sale, transfer or other disposition by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) or, if no such notice was given by the Administrative Agent, 10 Business Day after the date on which the Borrower receives notice Days from the Administrative Agent of the occurrence making of such Event of Default and termination of irrevocable offer by Collateral Manager and/or the CommitmentsEquity Investors (or any designee thereof), as applicable) to fund such purchase (the “Offer Period”); provided, and that the intent of 10 Business Day periods in this clause (y) shall be extended for an additional 5 Business Days if the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth Equity Investors thereof provides evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access Equity Investors have made a capital call on its members, in an amount equal to sufficient capital to consummate such purchase at least the full amount of the Termination Obligations, in accordance with this clause its organizational documents and the Equity Investors reasonably believe that such members will comply with such capital call obligation, and (ez) the Administrative Agent determines in its sole discretion, based on evidence provided by the Collateral Manager, that the Collateral Manager and/or the Equity Investors (or any designee thereof). Once an Exercise Notice , as applicable, will have cash and cash equivalents (and/or financing that is delivered reasonably acceptable to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, sufficient to fund such purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agentin full, the Administrative Agent nor shall take no further exercise of remedies during the Offer Period and (iii) to the extent any Lender Collateral is to be disposed of in a public sale, the Collateral Manager and the Equity Investors (or any Affiliate or designee thereof) shall assert be entitled, subject to and in accordance with any right or remedy in respect rules of such public sale established by the Collateral, Administrative Agent including any right described standard and customary eligibility requirements for bidders in Section 6.02(b) or Section 7.03such public sale, or cause the removal to bid on each such item of the Collateral Manager pursuant being sold, transferred or otherwise disposed of, subject to Section 14.08, or cause the liquidation or disposition of the Collateral Loans same terms and conditions applicable to occur, all other participants in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such auction.

Sales. (a) Each With a view to making available to Holders of ----- Registrable Securities the benefits of certain rules and regulations of the Borrower Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees at all times prior to the termination of this Agreement: (i) make and keep public information available, as those terms are understood and defined in Rule 144 and Rule 144A; (ii) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Collateral Manager recognizes Exchange Act; and (iii) furnish to each Holder so long as such Holder owns any Registrable Securities forthwith, upon written request, a written statement by the Company that an Agent it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (to the extent that it is then subject to any such reporting requirements), a copy of the most recent annual and quarterly report of the Company, and such other reports and documents filed by the Company under the Exchange Act as may be unable to effect a public sale reasonably requested by such Holder in connection with availing the Holder of any rule or all regulation of the Collateral and may be compelled to resort to one or more private sales thereof. Each Commission permitting the selling of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private salesecurities without registration. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager Holder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable saleand all sales made by such Holder, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager whether pursuant to Section 14.082 hereof, Rule 144 or cause any other exemption from the liquidation or disposition registration requirements of the Collateral Loans to occurSecurities Act, shall not exceed, in each case the aggregate with all other Holders in any calendar quarter of the Company, that number of shares set forth on Schedule A hereto with respect to such calendar quarter; provided, that in the event the Holders are unable to sell any shares saleable during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral a calendar quarter pursuant to this Schedule A due to the actions of the Company (including subsection 2(d)(iii), Section 6.04(e6 and subsection 11(d) hereunder), such shares shall be deemed saleable in the immediately succeeding calendar quarter, in addition to any other shares saleable in such quarter pursuant to Schedule A. In addition, all sales made by any Holder shall only be effected through ▇.▇. ▇▇▇▇▇▇ & Company or such other underwriter which makes a market in the Common Stock which may be designated by the Company. Furthermore, Schedule A shall be amended to reflect any stock splits or other similar corporate events.

Sales. Except as otherwise provided herein, to the fullest extent permitted under applicable law, at the election of the Mortgagee, the following provisions shall apply to any sale of the Mortgaged Property hereunder, whether made pursuant to the power of sale hereunder, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Each The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of the Borrower and the Collateral Manager recognizes that an Agent may be unable sales from time to effect a public time. The power of sale of any hereunder or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale with respect hereto shall not be deemed exhausted by any sale as to any pan or parcel of the Mortgaged Property which is not sold, unless and until the Secured Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a commercially unreasonable manner solely by virtue of being a private salewhole or in part or parcels and, as provided in Section 5.03, the Mortgagor has waived its right to direct the order in which the Mortgaged Property or any part or parcel thereof is sold. (b) Each of Any sale may be postponed or adjourned by public announcement at the Borrower time and the Collateral Manager place appointed for such sale or for such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant After each sale, the Person conducting such sale shall execute and deliver to the UCCpurchaser or purchasers at such sale a good and sufficient instrument or instruments granting, each conveying, assigning, Transferring and delivering all right, tide and interest of the Borrower Mortgagor in and to the Mortgaged Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Mortgagor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Mortgagor (with full power to substitute any other Person in its place as such attomey-in-fact) to act in the name of the Mortgagor or, at the option of the Person conducting such sale, in such Person's own name, to make without warranty by such Person any conveyance, assignment, Transfer or delivery of the Mortgaged Property sold, and to execute, acknowledge and deliver any instrument of conveyance, assignment, Transfer or delivery or other document in connection therewith or to take any other action incidental thereto, as the Person conducting such sale shall deem appropriate in its discretion; and the Collateral Manager Mortgagor hereby specifically agrees (x) that it shall not raise irrevocably authorizes and directs any objection other Person to rely and act upon the foregoing appointment and a Secured Party’s purchase certificate of the Collateral (through bidding on Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the obligations request of such attorney-in-fact the Mortgagor shall promptly execute, acknowledge and deliver any documentation which such attorney-in-fact may require for the purpose of ratifying, confirming or otherwise) and (y) that a foreclosure sale conducted in conformity with effectuating the principles set forth in various no action letters promulgated powers granted hereby or any such conveyance, assignment, Transfer or delivery by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleattorney-in-fact. (d) Each Any statement of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have fact or other recital made in any general duty or obligation instrument referred to make any effort to obtain or pay any particular price for any Collateral sold in Section 5.05(c) given by the Collateral Agent pursuant Person conducting any sale as to this Agreement. The Collateral Agent may, at the direction nonpayment of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result ofSecured Obligation, the sale occurrence of any CollateralEvent of Default, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under Secured Obligations due and payable, the Agreementrequest to the Mortgagee to sell, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each notice of the Borrower time, place and terms of sale and of the Collateral Manager hereby agrees that Mortgaged Property to be sold having been duly given, the refusal, failure or inability of the Mortgagee to act, the appointment of any foreclosure sale conducted in accordance with substitute or successor agent, any other act or thing having been duly done by the following provisions Mortgagor, the Mortgagee or any other such Person, shall be considered a commercially reasonable sale, taken as conclusive and each binding against all other Persons as evidence of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws truth of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure salefacts so stated or recited. (e) Notwithstanding anything to The receipt by the contrary herein or in Person conducting any Facility Document, in connection with any liquidation or disposition sale of the Collateralpurchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Mortgaged Property sold, including without limitationand no such purchaser, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Defaultor its representatives, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to grantees or assigns, after paying such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and receiving such receipt, shall be delivered not later than one bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or the other Loan Documents, or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (1f) Business Day Subject to mandatory provisions of applicable law, any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (h) If the Mortgagor or any Person claiming by, through or under the Mortgagor shall transfer or fail to surrender possession of the Mortgaged Property, after the date on which exercise by the Borrower receives notice from the Administrative Agent Mortgagee of the occurrence of such Event of Default and termination Mortgagee's remedies under Section 5.02(a)(v) or after any sale of the CommitmentsMortgaged Property pursuant hereto, as applicablethen the Mortgagor or such Person shall be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of summary process for possession of land, or subject to any other right or remedy available hereunder or under applicable law. (i) Upon any sale, it shall not be necessary for the Person conducting such sale to have any Mortgaged Property being sold present or constructively in its possession. (j) If a sale hereunder shall be commenced by the Mortgagee, the Mortgagee may at any time before the sale abandon the sale, and may institute suit for the intent collection of the Administrative Agent to liquidate Secured Obligations or dispose for the foreclosure of this Mortgage; or if the Mortgagee shall institute a suit for collection of the CollateralSecured Obligations or the foreclosure of this Mortgage, the Mortgagee may at any time before the entry of final judgment in said suit dismiss tile same and which Exercise Notice shall set forth evidence reasonably satisfactory to sell the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase Mortgaged Property in accordance with the provisions of this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Mortgage.

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.. USActive 59109857.1659109857.18 (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations Obligations under the Agreementthis Agreement or any other Facility Document, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two ten Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) ), with a copy to the Collateral Agent, which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once USActive 59109857.1659109857.18 an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. If the aggregate book value of any assets of the Principal and/or any Material Subsidiary which are sold, leased, transferred, subjected to put/call arrangements or otherwise disposed of (other than pursuant to any of the transactions described in subsections (a) Each to (g) hereof) during a fiscal year of the Borrower Principal, exceeds 40% of the book value of Consolidated Tangible Assets, each such book value to be calculated by reference to the most recently available audited consolidated financial statements of the Principal, then the Principal shall (i) cause the Net Cash Proceeds arising from any such sales, leases, transfers, put/call arrangements or other dispositions in excess of such 40% threshhold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and (ii) obtain from such third parties, to the extent that cash collateral has been provided to such third parties, releases of EDC from its obligations under such EDC Agreements; such cash collateral security arrangements and any releases shall be in form and substance satisfactory to EDC and such third parties; provided that if any such third party refuses to accept such cash collateral or to so release EDC, then such cash collateral, in form and substance satisfactory to EDC, shall be provided to, and accepted by, EDC, except that no such cash collateral and no such releases shall be required in respect of the following transactions: (a) sales of inventory, used or surplus equipment or Permitted Investments or sales, assignments or licenses (or abandonments) of intellectual property or technology, all in the ordinary course of business; (b) sales, transfers and other dispositions to the Principal or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that is not a Material Subsidiary shall be at prices not less favourable than could be obtained on an arm's-length basis from unrelated third parties, it being understood that prices determined in accordance with the Principal's policies and relevant tax or regulatory requirements as customarily applied by the Principal will be deemed to be on arm's-length basis; (c) sales, transfers and other dispositions under consideration on the Closing Date or on the date hereof and the Collateral Manager recognizes possibility of which was disclosed in the Disclosure Schedule; (d) sale and leaseback transactions and sales of accounts receivable or rights in respect thereof, not otherwise prohibited under any of the Facility Documents; (e) (i) easements or other similar covenant agreements that an Agent may relate to and/or benefit the operation of the property of the Principal or any Subsidiary, do not materially or adversely affect the use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm's-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings permitted under the Security Documents; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be unable made for fair value as determined by the Principal or as necessary to effect comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuance of a public sale Specified Event of any Default, shall be deposited and maintained in accounts of the Principal or all such Material Subsidiary, as applicable, subject to a perfected security interest in favour of the Collateral Agent and may EDC pursuant to the Security Documents. The Principal shall promptly take or cause to be compelled taken all such actions as are necessary to resort to one or more private sales thereofensure that such perfection is achieved. Each of the Borrower and the Collateral Manager EDC acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale andaction, notwithstanding such circumstances, agree that or any such private sale shall not be deemed request or demand by it to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of Agent to take any of their covenants contained in this Section 6.04 will cause irreparable injury action, to exercise rights or remedies under the Agents, that Security Documents to satisfy any obligations owed by the Agents have no adequate remedy at law Principal in respect of such breach and, as a consequence, that each and every covenant contained any Support in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each respect of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there which cash collateral has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted provided in accordance with the following provisions shall this Section 5.11, will be considered a commercially reasonable saletaken, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein requested or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitmentsdemanded, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory only to the Administrative Agent extent that such cash collateral does not satisfy the Equityholder has access to sufficient capital to consummate amount of such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)obligations.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding if the Dealer elects, the leasing and rental) of CARS and TRUCKS to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials for such circumstances, agree that any such private sale sales and obtain a reasonable share thereof; but the Dealer shall not be deemed limited to have been made the DEALER'S LOCALITY in making sales. To this end, the Dealer shall develop, maintain and direct a commercially unreasonable manner solely by virtue of being a private sale. (b) Each trained, quality vehicle sales organization and shall conduct throughout each model year aggressive advertising and sales promotion activities, making use to the greatest feasible extent of the Borrower Company's advertising and the Collateral Manager further agrees that a breach sales promotion programs relating to VEHICLES. The Dealer's performance of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 his sales responsibility for CARS shall be specifically enforceable against measured by such reasonable criteria as the Borrower and the Collateral ManagerCompany may develop from time to time, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.including: (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered Dealer's sales of CARS to be a “public” sale for purposes of private and fleet users located in the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability DEALER'S LOCALITY as a result percentage of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale all private and all fleet registrations of CARS in the State of New York;DEALER'S LOCALITY, (ii) all private and all fleet registrations of COMPETITIVE CARS in the DEALER'S LOCALITY, (iii) all private and all fleet registrations of INDUSTRY CARS in the DEALER'S LOCALITY, and (iv) the private and fleet sales objectives for CARS established by the Company for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in CARS in the DEALER'S LOCALITY, the following factors shall be used in computing percentages pursuant to 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the DEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER's LOCALITY multiplied by the Dealer's percent of sales of all CARS made by all authorized Ford dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such foreclosure sale is conducted sales, (ii) The registrations of CARS and COMPETITIVE and INDUSTRY CARS in accordance with the Laws of DEALER'S LOCALITY against which the State of New York; Dealer shall be measured shall be the total thereof multiplied by the Dealer's PERCENT RESPONSIBILITY, and (iii) not more than thirty days before, and not less than two Business Days The Dealer's objectives for CARS shall be the total objectives therefor of all authorized Ford dealers in advance of such foreclosure sale, the Collateral Agent notifies DEALER'S LOCALITY multiplied by the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure saleDealer's PERCENT RESPONSIBILITY. (e3) Notwithstanding anything to A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the contrary herein or Company's sales zone and district in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicableDealer is located, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fundwhere subparagraph 2(a)(2) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced aboveapplies, for settlement within all other authorized Ford dealers combined in the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)DEALER'S LOCALITY.

Sales. Except as otherwise provided herein, to the extent permitted under applicable law, at the election of Mortgagee, the following provisions shall apply to any sale of the Subject Property hereunder, whether made pursuant to the power of sale hereunder, any judicial proceeding, or any judgment or decree of foreclosure or sale or otherwise; (a) Each of Mortgagee or the Borrower and court officer (as the Collateral Manager recognizes that an Agent case may be unable as the Person conducting any sale) may conduct any number of sales as Mortgagee may direct from time to effect a public time. The power of sale of any hereunder or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale with respect hereto shall not be deemed exhausted by any sale as to any part or parcel of the Subject Property which is not sold, unless and until the Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. A sale may be as a commercially unreasonable manner solely by virtue of being a private salewhole or in part or parcels and Mortgagor hereby waives its right to direct the order in which the Subject Property or any part or parcel thereof is sold. (b) Each of Any sale may be postponed or adjourned by public announcement at the Borrower time and the Collateral Manager place appointed for such sale or such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant Any statement of fact or other recital made in any instrument given by the Person conducting any sale as to the UCC, each nonpayment of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result ofObligation, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation existence of an Event of Default, the Equityholder and/or amount of the Obligations due and payable, the request to Mortgagee to sell, the notice of the time, place and terms of sale and of the Subject Property to be sold having been duly given, or any other act or thing having been duly done or not done by Mortgagor, Mortgagee, or any other Person, shall be taken as conclusive and binding against all other Persons as evidence of its Affiliates the truth of the facts so stated or recited. (d) Any sale shall have operate to divest all of the right estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the Subject Property sold, and (to the extent permitted under applicable law) shall be a perpetual bar both at law and in equity against Mortgagor and any and all Persons claiming such Subject Property or any interest therein by, through or under Mortgagor. Mortgagee understands and acknowledges that on the date hereof, Mortgagor has no present estate, right, title or interest whatsoever in the Fee Interest or to any rents or income arising therefrom. (e) At any sale, Mortgagee may bid for and acquire the Subject Property sold and, in lieu of paying cash therefor may make settlement for the purchase price by causing the Collateral Secured Parties to credit against the Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (f) In the event that Mortgagor or any Person claiming by, through or under Mortgagor shall transfer or fail to surrender possession of the Subject Property after any sale thereof, then Mortgagor or such Person shall be deemed tenant at sufferance of the purchaser at such sale, subject to eviction by means of forcible entry and unlawful detainer proceedings, or subject to any other right or remedy available, hereunder or under applicable law. (g) Upon any sale, it shall not be necessary for the Person conducting such liquidation sale to have any Subject Property being sold present or constructively in its possession. (h) To the extent permitted under applicable law, in the event that a foreclosure hereunder shall be commenced by Mortgagee, Mortgagee may at a purchase price at least equal to any time before the sum sale abandon the sale, and may institute suit for the collection of the then accrued and outstanding Obligations, as reasonably determined by Obligations or for the Administrative Agent. Any such party may exercise such right by delivering written notice to foreclosure of this Leasehold Mortgage; or in the Administrative Agent (an “Exercise Notice”) which shall include event that Mortgagee should institute a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent suit for collection of the occurrence Obligations or the foreclosure of such Event this Leasehold Mortgage, Mortgagee may at any time before the entry of Default final judgment in said suit dismiss the same and termination of sell the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase Subject Property in accordance with the provisions of this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Leasehold Mortgage.

Sales. (a) Each of the Borrower and the Collateral Manager Loan Party recognizes that an the Agent may be unable to effect a public sale of any or all of the Collateral and that constitutes securities to be sold by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or in applicable federal or state securities laws but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and the Collateral Manager Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not shall, to the extent permitted by law, be deemed to have been made in a commercially unreasonable manner solely reasonable manner. Unless required by virtue a Requirement of being Law, the Agent shall not be under any obligation to delay a private sale. (b) sale of any of such Collateral to be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States or under any applicable federal or state securities laws, even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the extent that such Loan Party may do so under Requirements of Law, all such other acts and things as may be necessary to make such sales or resales of any portion or all of such Collateral or other property to be sold valid and binding and in compliance with any and all Requirements of Law at the Borrower and the Collateral Manager Loan Parties’ expense. Each Loan Party further agrees that a breach of any of their the covenants contained in this Section 6.04 11-2 will cause irreparable injury to the Agents, that Agent and the Agents have Lenders for which there is no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 6.04 11-2 shall be specifically enforceable against the Borrower and the Collateral Managersuch Loan Party, and each of the Borrower and the Collateral Manager Loan Party hereby waives and agrees agrees, to the fullest extent permitted by law, not to assert any defenses as a defense against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (ci) Pursuant such Loan Party’s failure to perform such covenants will not cause irreparable injury to the UCC, each Agent and the Lenders or (ii) the Agent or the Lenders have an adequate remedy at law in respect of such breach. Each Loan Party further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Agent and the Lenders by reason of a breach of any of the Borrower covenants contained in this Section 11-2 and, consequently, agrees that, if such Loan Party shall breach any of such covenants and the Collateral Manager hereby specifically agrees (x) that it Agent or the Lenders shall ▇▇▇ for damages for such breach, such Loan Party shall pay to the Agent, for the benefit of the Agent and the Lenders, as liquidated damages and not raise any objection as a penalty, an aggregate amount equal to a Secured Party’s purchase the value of the Collateral (through bidding or other property to be sold on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with date the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance demand compliance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)11-2.

Sales. Subject to Section 4.01 and 5.02(a) and except as otherwise provided herein, to the fullest extent permitted under Applicable Law, at the election of the Mortgagee, the following provisions shall apply to any sale of the Mortgaged Property hereunder, whether made pursuant to the power of sale hereunder, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Each The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of the Borrower and the Collateral Manager recognizes that an Agent may be unable sales from time to effect a public time. The power of sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale hereunder shall not be deemed exhausted by any sale as to any part or parcel of the Mortgaged Property which is not sold, unless and until the Secured Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a commercially unreasonable manner solely by virtue of being a private salewhole or in part or parcels and as provided in Section 5.03, the Mortgagor has thereby waived its right to direct the order in which the Mortgaged Property or any part or parcel thereof is sold. (b) Each of Any sale may be postponed or adjourned by public announcement at the Borrower time and the Collateral Manager place appointed for such sale or for such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant After each sale, the Person conducting such sale shall execute and deliver to the UCCpurchaser or purchasers at such sale a good and sufficient instrument or instruments granting, each conveying, assigning and transferring all right, title and interest of the Borrower Mortgagor in and to the Mortgaged Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Mortgagor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Mortgagor (with full power to substitute any other Person in its place as such attorney-in-fact) to act in the name of the Mortgagor or, at the option of the Person conducting such sale, in such Person’s own name, to make without warranty by such Person any conveyance, assignment, transfer or delivery of the Mortgaged Property sold, and to execute, acknowledge and deliver any instrument of conveyance, assignment, transfer or delivery or other document in connection therewith or to take any other action incidental thereto, as the Person conducting such sale shall deem appropriate in its discretion; and the Collateral Manager Mortgagor hereby specifically agrees (x) that it shall not raise irrevocably authorizes and directs any objection other Person to rely and act upon the foregoing appointment and a Secured Party’s purchase certificate of the Collateral (through bidding on Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the obligations request of such attorney-in-fact the Mortgagor shall promptly execute, acknowledge and deliver any documentation which such attorney-in-fact may reasonably require for the purpose of ratifying, confirming or otherwise) and (y) that a foreclosure sale conducted in conformity with effectuating the principles set forth in various no action letters promulgated powers granted hereby or any such conveyance, assignment, transfer or delivery by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleattorney-in-fact. (d) Each Any statement of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have fact or other recital made in any general duty or obligation instrument referred to make any effort to obtain or pay any particular price for any Collateral sold in Section 5.05(c) given by the Collateral Agent pursuant Person conducting any sale as to this Agreement. The Collateral Agent may, at the direction nonpayment of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result ofSecured Obligation, the sale occurrence of any CollateralEvent of Default, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under Secured Obligations due and payable, the Agreementrequest to the Mortgagee to sell, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each notice of the Borrower time, place and terms of sale and of the Mortgaged Property to be sold having been duly given, the refusal, failure or inability of the Mortgagee to act, the appointment of any substitute or successor agent, any other act or thing having been duly done by the Mortgagor, the Mortgagee or any other such Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable conduct of such sale, but in the name and each on behalf of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any Person conducting such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to The receipt by the contrary herein or in Person conducting any Facility Document, in connection with any liquidation or disposition sale of the Collateralpurchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Mortgaged Property sold, including without limitationand no such purchaser, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Defaultor its representatives, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to grantees or assigns, after paying such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and receiving such receipt, shall be delivered not later than one bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (1f) Business Day Subject to mandatory provisions of Applicable Law, any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (h) If the Mortgagor or any Person claiming by, through or under the Mortgagor shall transfer or fail to surrender possession of the Mortgaged Property, after the date on which exercise by the Borrower receives notice from the Administrative Agent Mortgagee of the occurrence of such Event of Default and termination Mortgagee’s remedies under Section 5.02(a)(v) or after any sale of the CommitmentsMortgaged Property pursuant hereto, as applicablethen the Mortgagor or such Person shall be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of summary process for possession of land, or subject to any other right or remedy available hereunder or under Applicable Law. (i) Upon any sale, it shall not be necessary for the Person conducting such sale to have any Mortgaged Property being sold present or constructively in its possession. (j) If a sale hereunder shall be commenced by the Mortgagee, the Mortgagee may at any time before the sale abandon the sale, and may institute suit for the intent collection of the Administrative Agent to liquidate Secured Obligations or dispose for the foreclosure of this Mortgage; or if the Mortgagee should institute a suit for collection of the CollateralSecured Obligations or the foreclosure of this Mortgage, the Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and which Exercise Notice shall set forth evidence reasonably satisfactory to sell the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase Mortgaged Property in accordance with the provisions of this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Mortgage.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding if the Dealer elects, the leasing and rental) of VEHICLES to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials for such circumstances, agree that any such private sale sales and obtain a reasonable share thereof; but the Dealer shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury limited to the AgentsDEALER'S LOCALITY in making sales. To this end, that the Agents have no adequate remedy at law in respect Dealer shall develop, maintain and direct a trained, quality vehicle sales organization and shall conduct throughout each model year aggressive advertising and sales promotion activities, making use to the greatest feasible extent the Company's advertising and sales promotion programs relating to VEHICLES. The Dealer's performance of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 his sales responsibility for VEHICLES shall be specifically enforceable against measured by such reasonable criteria as the Borrower and the Collateral ManagerCompany may develop from time to time, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.including: (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered The Dealer's sales of VEHICLES to be a “public” sale for purposes of private and fleet users located in the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability DEALER'S LOCALITY as a result percentage of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale all private and all fleet registrations of VEHICLES in the State of New York;DEALER'S LOCALITY, (ii) all private and all fleet registrations of COMPETITIVE VEHICLES in the DEALER'S LOCALITY, (iii) all private and all fleet registrations of INDUSTRY VEHICLES in the DEALER'S LOCALITY, and (iv) the private and fleet sales objectives for VEHICLES established by the Company for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in VEHICLES in the DEALER'S LOCALITY, the following factors shall be used in computing percentages pursuant to 2(a) (1) above: (i) The Dealer's sales of VEHICLES to users located in the DEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER'S LOCALITY multiplied by the Dealer's percent of sales of all VEHICLES made by all authorized Mercury Dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such foreclosure sale is conducted sales, (ii) The registrations of VEHICLES and COMPETITIVE and INDUSTRY VEHICLES in accordance with the Laws of DEALER'S LOCALITY against which the State of New York; Dealer shall be measured shall be the total thereof multiplied by the Dealer's PERCENT RESPONSIBILITY, and (iii) The Dealer's objectives for VEHICLES shall be the total objectives therefor of all authorized Mercury Dealers in the DEALER'S LOCALITY multiplied by the Dealer's PERCENT RESPONSIBILITY. (3) A comparison of each such percentage with percentages similarly obtained for all other authorized Mercury Dealers combined in the Company's sales zone and district in which the Dealer is located, and where subparagraph 2(a) (2) applies, for all other authorized Mercury Dealers combined in the DEALER'S LOCALITY. (4) In evaluating any comparisons provided for in subparagraph 2(a) (3) above, the Company shall give consideration to the availability of VEHICLES to the Dealer and other authorized Mercury Dealers and any special local marketing conditions that might affect the Dealer's sales performance differently from the sales performance of COMPETITIVE or INDUSTRY VEHICLE Dealers or other authorized Mercury Dealers. (5) The sales and registration data referred to in this subparagraph 2(a) shall include sales to and registrations in the name of leasing and daily rental operations and shall be those utilized in the Company's records or in reports furnished to the Company by independent sources selected by it and generally available for such purpose in the automotive industry. In the event such reports of the registrations and/or sales of INDUSTRY or COMPETITIVE VEHICLES in the DEALER'S LOCALITY are not generally available, the evaluation of the Dealer's sales performance shall be based on such registrations and/or sales or purchase data as can be reasonably obtained by the Company. The Company will provide to the Dealer an evaluation of his performance under this subparagraph 2(a) from time to time as initiated by the Company, or not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, once a month upon the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein written request of the time and place of such foreclosure saleDealer. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (ai) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower Borrower, the Collateral Manager, and the Preferred Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral Manager pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Preferred Investor, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the Code. Pursuant to the UCC, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than two three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section to the contrary herein or in any Facility Documentcontrary, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by (i) the Administrative Agent. Any such party may exercise such right by delivering Agent shall give not less than (2) Business Days prior written notice to the Administrative Agent Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (an “Exercise Notice”ii) which shall include a proposed purchase price and be delivered the Collateral Manager and/or the Preferred Investor may, but is not later than one required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (1i) Business Day after the date on which the Borrower receives notice from provided that the Administrative Agent of shall be entitled to reject such offer in its sole discretion and, notwithstanding the occurrence delivery of such Event notice or the receipt of Default such offer, shall remain entitled to engage other potential buyers and termination continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of the CommitmentsBorrower Collateral, as applicablein each case, its sole discretion, and (iii), to the intent extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such public sale established by the Administrative Agent to liquidate or dispose of the Collateral, including any standard and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate customary eligibility requirements for bidders in such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionallypublic sale, to purchase the Collateralbid on each such item of Borrower Collateral being sold, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right transferred or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)otherwise disposed of.

Sales. Lender shall consent to (ax) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each Transfers of the Property in its entirety, or (y) one or more Transfers of direct or indirect interests in the Borrower and the Collateral Manager acknowledges and agrees that for which consent is required under this Section 2.9 (any such private sale may result in prices and other terms less favorable than if such sale were hereinafter, a public sale and“Sale”) to any person or entity provided that, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that for each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCCSale, each of the Borrower following terms and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff conditions are satisfied: (1) shall be considered to be a “public” sale for purposes No Default and no Event of Default is then continuing hereunder or under any of the UCC and other Loan Documents; (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each Borrower gives Lender written notice of the Borrower and terms of such prospective Sale not less than sixty (60) days before the Collateral Manager agrees that date on which such Sale is scheduled to close and, concurrently therewith, gives Lender all such information concerning the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction proposed transferee of the Administrative Agent, among other things, accept Property or the first bid received, or decide to approach or not approach any potential purchasers. Each proposed owner of the direct or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the Collateral Manager hereby agrees that the Collateral Agent amount of $5,000. Lender shall have the right to conductapprove or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider the Buyer’s experience and shall not incur any liability as a result oftrack record in owning and operating facilities similar to the Property, the sale of any CollateralBuyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or any part thereofwithhold such approval, at any sale conducted in a such approval shall be given or withheld based on what Lender determines to be commercially reasonable mannerin Lender’s sole discretion and, it being agreed if given, may be given subject to such conditions as Lender may deem appropriate; (3) Borrower pays Lender, concurrently with the closing of such Sale, a non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and Rating Agency fees, incurred by Lender in connection with the parties hereto that some or all Sale, plus an amount equal to one percent (1.0%) of the Collateral then outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Buyer assumes and agrees to pay the Debt subject to the provisions of Section 6.27 hereof and, in all cases (whether such Sale is a Transfer of the Property in its entirety or a Transfer of direct or indirect interests in the Borrower for which consent is required under this Section 2.9), prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions (including, without limitation, a REMIC opinion) as Lender may be require; (5) A party associated with the Buyer approved by Lender in its sole discretion assumes the obligations of one the current Indemnitor under its guaranty or more types that threaten indemnity agreement and environmental indemnity agreement and such party associated with the Buyer executes, without any cost or expense to decline speedily Lender, a substitution agreement or a new guaranty or indemnity agreement or environmental indemnity agreement in value. The form and substance satisfactory to Lender and delivers such legal opinions as Lender may require; (6) Borrower and the Collateral Manager hereby waive Buyer execute, without any claims against cost or expense to Lender, new financing statements or financing statement amendments (and new financing statements as may be necessary) and any additional documents reasonably requested by Lender; (7) Borrower delivers to Lender, without any cost or expense to Lender, such replacement policy or endorsements to Lender’s title insurance policy, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the Secured Parties arising by reason time of the fact Sale, all in form and substance satisfactory to Lender, including, without limitation, a replacement policy or an endorsement or endorsements to Lender’s title insurance policy insuring the lien of this Security Deed, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (4) of this Section, with no additional exceptions added to such policy, and, in the event that such Sale is a Transfer of the price at Property in its entirety, insuring that fee simple title to the Property is vested in the Buyer; (8) Borrower and any current Indemnitor execute and deliver to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon the Buyer and any new Indemnitor; (9) Subject to the provisions of Section 6.27 hereof, such Sale is not construed so as to relieve Borrower of any personal liability under the Note or any of the Collateral may have been sold at other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, whether or not same is discovered prior or subsequent to the closing of such Sale, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability. In the event that such Transfer is a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount Sale of the Borrower’s Property in its entirety, Borrower shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current Indemnitor of its obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance or simultaneously with the following provisions shall be considered a commercially reasonable saleclosing of such Sale, and each such current Indemnitor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. In the event that such Transfer is a Sale of the Borrower Property in its entirety, each such current Indemnitor shall be released from and the Collateral Manager hereby irrevocably waives relieved of any right to contest of its obligations under any such sale conducted guaranty or indemnity agreement executed in accordance connection with the following provisions: (i) Loan secured hereby for any acts or events occurring or obligations arising after the Collateral Agent conducts closing of such foreclosure sale in Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the State closing of New Yorksuch Sale; (ii11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all appropriate papers evidencing the Buyer’s capacity and good standing, and the qualification of the signers to execute the assumption of the Debt, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. In the event that such foreclosure sale Sale is conducted a Transfer of the Property in accordance its entirety, the Buyer shall be a Single Purpose Entity whose formation documents shall be approved by counsel to Lender, and who shall comply with the Laws requirements set forth in Section 2.29 hereof; (12) Borrower delivers to Lender confirmation in writing (a “No-Downgrade Confirmation”) from each Rating Agency that such Sale will not result in a qualification, downgrade or withdrawal of any ratings issued in connection with any Secondary Market Transaction (as hereinafter defined) or, in the State of New Yorkevent the Secondary Market Transaction has not yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (iii13) The applicable transfer will not more than thirty days before, result in an increase in the real property taxes for the Premises and not Improvements that would cause the debt service coverage ratio of the Debt with respect to the immediately succeeding twelve (12) month period to be less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein debt service coverage ratio of the time and place of Debt for the twelve (12) month period immediately preceding such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occurtransfer, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)as determined by Lender.

Sales. Except as otherwise provided herein, to the fullest extent permitted under applicable law, at the election of the Mortgagee, the following provisions shall apply to any sale of the Mortgaged Property hereunder, whether made pursuant to the power of sale under Section 5.02 or under any applicable provision of law, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Each The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of the Borrower and the Collateral Manager recognizes that an Agent may be unable sales from time to effect a public time. The power of sale of any hereunder or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale with respect hereto shall not be deemed exhausted by any sale as to any part or parcel of the Mortgaged Property which is not sold, unless and until the Secured Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a commercially unreasonable manner solely by virtue of being a private salewhole or in part or parcels and, as provided in Section 5.03, the Mortgagor has waived its right to direct the order in which the Mortgaged Property or any part or parcel thereof is sold. (b) Each of Any sale may be postponed or adjourned by public announcement at the Borrower time and the Collateral Manager place appointed for such sale or for such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant After each sale, the Person conducting such sale shall execute and deliver to the UCCpurchaser or purchasers at such sale a good and sufficient instrument or instruments granting, each conveying, assigning, transferring and delivering all right, title and interest of the Borrower Mortgagor in and to the Mortgaged Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Mortgagor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Mortgagor (with full power to substitute any other Person in its place as such attorney-in-fact) to act in the name of the Mortgagor or, at the option of the Person conducting such sale, in such Person's own name, to make without warranty by such Person any conveyance, assignment, transfer or delivery of the Mortgaged Property sold, and to execute, acknowledge and deliver any instrument of conveyance, assignment, transfer or delivery or other document in connection therewith or to take any other action incidental thereto, as the Person conducting such sale shall deem appropriate in its discretion; and the Collateral Manager Mortgagor hereby specifically agrees (x) that it shall not raise irrevocably authorizes and directs any objection other Person to rely and act upon the foregoing appointment and a Secured Party’s purchase certificate of the Collateral (through bidding on Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the obligations request of such attorney-in-fact the Mortgagor shall promptly execute, acknowledge and deliver any documentation which such attorney- in-fact may require for the purpose of ratifying, confirming or otherwise) and (y) that a foreclosure sale conducted in conformity with effectuating the principles set forth in various no action letters promulgated powers granted hereby or any such conveyance, assignment, transfer or delivery by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleattorney-in-fact. (d) Each Any statement of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have fact or other recital made in any general duty or obligation instrument referred to make any effort to obtain or pay any particular price for any Collateral sold in Section 5.05(c) given by the Collateral Agent pursuant Person conducting any sale as to this Agreement. The Collateral Agent may, at the direction nonpayment of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result ofSecured Obligation, the sale occurrence of any CollateralEvent of Default, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under Secured Obligations due and payable, the Agreementrequest to the Mortgagee to sell, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each notice of the Borrower time, place and terms of sale and of the Collateral Manager hereby agrees that Mortgaged Property to be sold having been duly given, the refusal, failure or inability of the Mortgagee to act, the appointment of any foreclosure sale conducted in accordance with substitute or successor agent, any other act or thing having been duly done by the following provisions Mortgagor, the Mortgagee or any other such Person, shall be considered a commercially reasonable sale, taken as conclusive and each binding against all other Persons as evidence of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws truth of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure salefacts so stated or recited. (e) Notwithstanding anything to The receipt by the contrary herein or in Person conducting any Facility Document, in connection with any liquidation or disposition sale of the Collateralpurchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Mortgaged Property sold, including without limitationand no such purchaser, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Defaultor its representatives, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to grantees or assigns, after paying such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and receiving such receipt, shall be delivered bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or the other Financing Documents, or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (f) Subject to mandatory provisions of applicable law, any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting or causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (h) If the Mortgagor or any Person claiming by, through or under the Mortgagor shall transfer or fail to surrender possession of the Mortgaged Property, after the exercise by the Mortgagee of the Mortgagee's remedies under Section 5.02(a)(v) or after any sale of the Mortgaged Property pursuant hereto, then the Mortgagor or such Person shall be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of summary process for possession of land, or subject to any other right or remedy available hereunder or under applicable law. (i) Upon any sale, it shall not later than be necessary for the Person conducting such sale to have any Mortgaged Property being sold present or constructively in its possession. (j) If a sale hereunder shall be commenced by the Mortgagee, the Mortgagee may at any time before the sale abandon the sale, and may institute suit for the collection of the Secured Obligations or for the foreclosure of this Mortgage; or if the Mortgagee shall institute a suit for collection of the Secured Obligations or the foreclosure of this Mortgage, the Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and sell the Mortgaged Property in accordance with the provisions of this Mortgage. (k) Following any judicial sale of the real property covered by the Mortgage, the redemption period shall be limited to one (1) Business Day month from and after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)judicial sale.

Sales. If the aggregate book value of any assets of the Principal and/or any Material Subsidiary which are sold, leased, transferred, subjected to put/call arrangements or otherwise disposed of (other than pursuant to any of the transactions described in subsections (a) Each to (g) hereof) during a fiscal year of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all Principal, exceeds 40% of the Collateral and may book value of Consolidated Tangible Assets, each such book value to be compelled calculated by reference to resort to one or more private sales thereof. Each the most recently available audited consolidated financial statements of the Borrower and Principal, then the Collateral Manager acknowledges and agrees that Principal shall (i) cause the Net Cash Proceeds arising from any such private sale may result sales, leases, transfers, put/call arrangements or other dispositions in prices excess of such 40% threshold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and other terms less favorable than (ii) obtain from such third parties, to the extent that cash collateral has been provided to such third parties, releases of EDC from its obligations under such EDC Agreements; such cash collateral security arrangements and any releases shall be in form and substance satisfactory to EDC and such third parties; provided that if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale third party refuses to accept such cash collateral or to so release EDC, then such cash collateral, in form and substance satisfactory to EDC, shall not be deemed to have been made provided to, and accepted by, EDC, except that no such cash collateral and no such releases shall be required in a commercially unreasonable manner solely by virtue respect of being a private sale.the following transactions: (a) sales of inventory, used or surplus equipment or Permitted Investments or sales, assignments or licenses (or abandonments) of intellectual property or technology, all in the ordinary course of business; (b) Each of the Borrower sales, transfers and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury other dispositions to the AgentsPrincipal or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that the Agents have no adequate remedy at law in respect of such breach and, as is not a consequence, that each and every covenant contained in this Section 6.04 Material Subsidiary shall be specifically enforceable against at prices not less favourable than could be obtained on an arm’s-length basis from unrelated third parties, it being understood that prices determined in accordance with the Borrower Principal’s policies and relevant tax or regulatory requirements as customarily applied by the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not Principal will be deemed to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.be on arm’s-length basis; (c) Pursuant to sales, transfers and other dispositions under consideration on the UCC, each of the Borrower date hereof and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase possibility of which was disclosed in the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.Disclosure Schedule; (d) Each sales of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty accounts receivable or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part rights in respect thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which not otherwise prohibited under any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New YorkFacility Documents; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything (i) easements or other similar covenant agreements that relate to and/or benefit the contrary herein or in any Facility Document, in connection with any liquidation or disposition operation of the Collateral, including without limitation, upon the termination property of the Commitments following Principal or any Subsidiary, do not materially or adversely affect the occurrence use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm’s-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings not prohibited hereunder; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be made for fair value as determined by the Principal or as necessary to comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuation continuance of an a Specified Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum be deposited and maintained in accounts of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any Principal or such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the CommitmentsMaterial Subsidiary, as applicable, subject to a perfected security interest in favour of EDC in form and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably substance satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative AgentEDC, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateralacting reasonably. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender Principal shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, promptly take or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans be taken all such actions as are necessary to occur, in each case during the time ensure that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such perfection is achieved.

Sales. (ai) Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit the Borrower Parties to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral Manager pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants agreements contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant agreement contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Parties, the Collateral Manager, and the Preferred Investor, and each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower Parties, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower Parties to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower Parties agree to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s Borrower Parties’ obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that the Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions (including, without limitation, Section 4(d)(vi) below) shall be considered a commercially reasonable sale, and each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than two three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section to the contrary herein or in any Facility Documentcontrary, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by (i) the Administrative Agent. Any such party may exercise such right by delivering Agent shall give not less than two (2) Business Days prior written notice to the Administrative Agent Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (an “Exercise Notice”ii) which shall include a proposed purchase price and be delivered the Collateral Manager and/or the Preferred Investor may, but is not later than one required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (1i) Business Day after the date on which the Borrower receives notice from provided that the Administrative Agent of shall be entitled to reject such offer in its sole discretion and, notwithstanding the occurrence delivery of such Event notice or the receipt of Default such offer, shall remain entitled to engage other potential buyers and termination continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of the CommitmentsBorrower Collateral, as applicablein each case, its sole discretion, and (iii), to the intent extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and the Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to liquidate bid on each such item of Borrower Collateral being sold, transferred or dispose of the Collateralotherwise disposed of, and which Exercise Notice shall set forth evidence reasonably satisfactory subject to the Administrative Agent that the Equityholder has access same terms and conditions applicable to sufficient capital to consummate all other participants in such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)auction.

Sales. (a) Each of the Borrower and the Collateral Manager Loan Party recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral and that constitutes securities to be sold by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or in applicable federal or state securities laws but may be compelled to resort to one or more private sales thereof to a restricted group of Lenders who will be obliged to agree, among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and the Collateral Manager Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not shall, to the extent permitted by law, be deemed to have been made in a commercially unreasonable manner solely reasonable manner. Unless required by virtue applicable Law, the Administrative Agent shall not be under any obligation to delay a sale of being a private sale. (b) any of such Collateral to be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States or under any applicable federal or state securities laws, even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the extent that such Loan Party may do so under the Law, all such other acts and things as may be necessary to make such sales or resales of any portion or all of such Collateral or other property to be sold valid and binding and in compliance with any and all Laws at the Borrower and the Collateral Manager Loan Parties’ expense. Each Loan Party further agrees that a breach of any of their the covenants contained in this Section 6.04 8.02 will cause irreparable injury to the Agents, that Administrative Agent and the Agents have Lenders for which there is no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 6.04 8.02 shall be specifically enforceable against the Borrower and the Collateral Managersuch Loan Party, and each of the Borrower and the Collateral Manager Loan Party hereby waives and agrees agrees, to the fullest extent permitted by law, not to assert any defenses as a defense against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (ci) Pursuant such Loan Party’s failure to perform such covenants will not cause irreparable injury to the UCC, each Administrative Agent and the Lenders or (ii) the Administrative Agent or the Lenders have an adequate remedy at law in respect of such breach. Each Loan Party further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Administrative Agent and the Lenders by reason of a breach of any of the Borrower covenants contained in this Section 8.02 and consequently, agrees that, if such Loan Party shall breach any of such covenants and the Collateral Manager hereby specifically agrees (x) that it Administrative Agent or the Lenders shall ▇▇▇ for damages for such breach, such Loan Party shall pay to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, as liquidated damages and not raise any objection as a penalty, an aggregate amount equal to a Secured Party’s purchase the value of the Collateral (through bidding or other property to be sold on the obligations or otherwise) and date the Administrative Agent (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, acting at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent Required Lenders) shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance demand compliance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e8.02(b).

Sales. Lender shall consent to (ax) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each Transfers of the Property in its entirety, or (y) one or more Transfers of direct or indirect interests in the Borrower and the Collateral Manager acknowledges and agrees that for which consent is required under this Section 2.9 (any such private sale may result in prices and other terms less favorable than if such sale were hereinafter, a public sale and“Sale”) to any person or entity provided that, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that for each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCCSale, each of the Borrower following terms and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff conditions are satisfied: (1) shall be considered to be a “public” sale for purposes No Default and no Event of Default is then continuing hereunder or under any of the UCC and other Loan Documents; (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each Borrower gives Lender written notice of the Borrower and terms of such prospective Sale not less than sixty (60) days before the Collateral Manager agrees that date on which such Sale is scheduled to close and, concurrently therewith, gives Lender all such information concerning the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction proposed transferee of the Administrative Agent, among other things, accept Property or the first bid received, or decide to approach or not approach any potential purchasers. Each proposed owner of the direct or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the Collateral Manager hereby agrees that the Collateral Agent amount of $5,000. Lender shall have the right to conductapprove or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider the Buyer’s experience and shall not incur any liability as a result oftrack record in owning and operating facilities similar to the Property, the sale of any CollateralBuyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or any part thereofwithhold such approval, at any sale conducted in a such approval shall be given or withheld based on what Lender determines to be commercially reasonable mannerin Lender’s sole discretion and, it being agreed if given, may be given subject to such conditions as Lender may deem appropriate; (3) Borrower pays Lender, concurrently with the closing of such Sale, a non-refundable assumption fee in an amount equal to all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and Rating Agency fees, incurred by Lender in connection with the parties hereto that some or all Sale, plus an amount equal to one percent (1.0%) of the Collateral then outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Buyer assumes and agrees to pay the Debt subject to the provisions of Section 6.27 hereof and, in all cases (whether such Sale is a Transfer of the Property in its entirety or a Transfer of direct or indirect interests in the Borrower for which consent is required under this Section 2.9), prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions (including, without limitation, a REMIC opinion) as Lender may be require; (5) A party associated with the Buyer approved by Lender in its sole discretion assumes the obligations of one the current Indemnitor under its guaranty or more types that threaten indemnity agreement and environmental indemnity agreement and such party associated with the Buyer executes, without any cost or expense to decline speedily Lender, a substitution agreement or a new guaranty or indemnity agreement or environmental indemnity agreement in value. The form and substance satisfactory to Lender and delivers such legal opinions as Lender may require; (6) Borrower and the Collateral Manager hereby waive Buyer execute, without any claims against cost or expense to Lender, new financing statements or financing statement amendments (and new financing statements as may be necessary) and any additional documents reasonably requested by Lender; (7) Borrower delivers to Lender, without any cost or expense to Lender, such replacement policy or endorsements to Lender’s title insurance policy, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary at the Secured Parties arising by reason time of the fact Sale, all in form and substance satisfactory to Lender, including, without limitation, a replacement policy or an endorsement or endorsements to Lender’s title insurance policy insuring the lien of this Mortgage, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (4) of this Section, with no additional exceptions added to such policy, and, in the event that such Sale is a Transfer of the price at Property in its entirety, insuring that fee simple title to the Property is vested in the Buyer; (8) Borrower and any current Indemnitor execute and deliver to Lender, without any cost or expense to Lender, a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Loan Documents, through and including the date of the closing of the Sale, which agreement shall be in form and substance satisfactory to Lender and shall be binding upon the Buyer and any new Indemnitor; (9) Subject to the provisions of Section 6.27 hereof, such Sale is not construed so as to relieve Borrower of any personal liability under the Note or any of the Collateral may have been sold at other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, whether or not same is discovered prior or subsequent to the closing of such Sale, and Borrower executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of said personal liability. In the event that such Transfer is a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount Sale of the Borrower’s Property in its entirety, Borrower shall be released from and relieved of any personal liability under the Note or any of the other Loan Documents for any acts or events occurring or obligations arising after the closing of such Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale; (10) Such Sale is not construed so as to relieve any current Indemnitor of its obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance or simultaneously with the following provisions shall be considered a commercially reasonable saleclosing of such Sale, and each such current Indemnitor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. In the event that such Transfer is a Sale of the Borrower Property in its entirety, each such current Indemnitor shall be released from and the Collateral Manager hereby irrevocably waives relieved of any right to contest of its obligations under any such sale conducted guaranty or indemnity agreement executed in accordance connection with the following provisions: (i) Loan secured hereby for any acts or events occurring or obligations arising after the Collateral Agent conducts closing of such foreclosure sale in Sale which are not caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the State closing of New Yorksuch Sale; (ii11) The Buyer shall furnish, if the Buyer is a corporation, partnership or other entity, all appropriate papers evidencing the Buyer’s capacity and good standing, and the qualification of the signers to execute the assumption of the Debt, which papers shall include certified copies of all documents relating to the organization and formation of the Buyer and of the entities, if any, which are partners of the Buyer. In the event that such foreclosure sale Sale is conducted a Transfer of the Property in accordance its entirety, the Buyer shall be a Single Purpose Entity whose formation documents shall be approved by counsel to Lender, and who shall comply with the Laws requirements set forth in Section 2.29 hereof; (12) Borrower delivers to Lender confirmation in writing (a “No-Downgrade Confirmation”) from each Rating Agency that such Sale will not result in a qualification, downgrade or withdrawal of any ratings issued in connection with any Secondary Market Transaction (as hereinafter defined) or, in the State of New Yorkevent the Secondary Market Transaction has not yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (iii13) The applicable transfer will not more than thirty days before, result in an increase in the real property taxes for the Premises and not Improvements that would cause the debt service coverage ratio of the Debt with respect to the immediately succeeding twelve (12) month period to be less than two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein debt service coverage ratio of the time and place of Debt for the twelve (12) month period immediately preceding such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occurtransfer, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)as determined by Lender.