Common use of Sales Clause in Contracts

Sales. (a) 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 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 Agent and each other Revolving Claimholder will be deemed to 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 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders 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 credit 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 by other Claimholders 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 Disposition 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 consisting subject to such liquidation or at a purchase price at least equal to the sum of both Notes Priority Collateral the then accrued and Revolving Priority 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. Without limiting the generality The cash purchase price must be received no later than ten (10) Business Days following delivery of the immediately-preceding sentence, Exercise Notice. Neither the Notes Collateral Agent, for itself and on behalf the Administrative Agent nor any Lender shall assert any right or remedy in respect of the other Notes ClaimholdersCollateral, agrees thatincluding any right described in Section 6.02(b) or Section 7.03, so long as or cause the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent removal of the Revolving Collateral AgentManager pursuant to Section 14.08, credit bid under Section 363(k) or cause the liquidation or disposition of the Bankruptcy Code with respect Collateral Loans to any Disposition of Revolving Priority occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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 Dispositionpursuant to this Section 6.04(e), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders 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 credit 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 by other Claimholders 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 Disposition 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 consisting subject to such liquidation or at a purchase price at least equal to the sum of both Notes Priority Collateral the then accrued and Revolving Priority 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. Without limiting the generality The cash purchase price must be received no later than ten (10) Business Days following delivery of the immediately-preceding sentence, Exercise Notice. Neither the Notes Collateral Agent, for itself and on behalf the Administrative Agent nor any Lender shall assert any right or remedy in respect of the other Notes ClaimholdersCollateral, agrees thatincluding any right described in Section 6.02(b) or Section 7.03, so long as or cause the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent removal of the Revolving Collateral AgentManager pursuant to (and in accordance with) Section 14.08, credit bid under Section 363(k) or cause the liquidation or disposition of the Bankruptcy Code with respect Collateral Assets to any Disposition of Revolving Priority occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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 Dispositionpursuant to this Section 6.04(e), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. Except as otherwise provided herein, to the 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 or under any Applicable Law, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Subject The Beneficiary or the court officer (as the case may be as the Person conducting any sale) may conduct any number of sales from time to Section 3.4, neither the Notes Collateral Agent nor time. The power of sale hereunder or under any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose Applicable Law shall not be exhausted by any sale as to any part 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 parcel of the Bankruptcy CodeTrust Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a whole or in part or parcels and the Grantor hereby waives its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Trust Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 for such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring but without warranty all right, title and interest of the Bankruptcy Code Grantor in and to the Trust Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Grantor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Grantor (with full power to substitute any other Person in its place as such attorney-in-fact), to act in the name of the Grantor 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 Trust 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 Grantor hereby irrevocably authorizes and directs any other Person to act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the request of such attorney-in-fact the Grantor shall promptly execute, acknowledge and deliver any documentation which such attorney-in-fact may require for the purpose of ratifying, confirming or effectuating the powers granted hereby or any such conveyance, assignment, Transfer or delivery by such attorney-in-fact. (d) 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 existence of any Acceleration Event (or Event of Default leading thereto), the amount of the Secured Obligations due and payable, the request to the Trustee to sell, the notice of the time, place and terms of sale and of the Trust Property to be sold having been duly given, or any other similar provision of any Bankruptcy Law) with respect to any Disposition of act or thing having been duly done or not done by the Revolving Priority Collateral and Grantor, the Revolving Claimholders agree that Beneficiary, the Notes Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (Trustee or any other similar provision of any Bankruptcy Law) with respect to any Disposition Person, shall be taken as conclusive and binding against all other Persons as evidence of the Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality truth of the immediately-preceding sentencefacts 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 Notes Collateral Agentposting of notices and the conduct of such sale, for itself but in the name and on behalf of the other Notes ClaimholdersPerson conducting such sale. (e) The receipt of the Person conducting any sale for the purchase money paid at any such sale shall be sufficient discharge therefor to any purchaser of any Trust Property sold, agrees thatand no such purchaser, so long as or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see to the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation application of such Disposition)purchase price or any part thereof upon or for any trust or purpose of this Deed of Trust or the Loan Documents or, no Notes Claimholder shallin any manner whatsoever, without be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the prior written consent authorization, necessity, expediency or regularity of such sale. (f) Any sale shall operate to divest all of the Revolving Collateral Agentestate, credit bid under Section 363(k) right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Bankruptcy Code with respect Grantor in and to the Trust Property sold, and (to the extent permitted under Applicable Law) shall be a perpetual bar both at law and in equity against the Grantor and any and all Persons claiming such Trust Property or any interest therein by, through or under the Grantor. (g) At any sale, the Beneficiary, the Trustee or any Secured Party may bid for and acquire the Trust 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 Grantor or any Person claiming by, through or under the Grantor shall transfer or fail to surrender possession of the Trust Property after the exercise of any of the remedies provided for herein or any sale thereof, then the Grantor or such Person shall be deemed a 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 Disposition of Revolving Priority Collateral other right or remedy available hereunder or under Applicable Law. (i) Upon any Disposition consisting of both Notes Priority Collateral sale, it shall not be necessary for the Person conducting such sale to have any Trust 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 Beneficiary, the Beneficiary may at any time before the sale abandon the sale, and Revolving Priority Collateral. The Revolving Agent, may institute suit for itself and on behalf the collection of the other Revolving ClaimholdersSecured Obligations or reinstitute suit for the foreclosure of this Deed of Trust, agrees that, so long as or in the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without event that the prior written consent Beneficiary should institute suit for collection of the Notes Collateral AgentSecured Obligations or the foreclosure of this Deed of Trust, credit bid under Section 363(k) the Beneficiary may at any time before the entry of final judgment in said suit dismiss the Bankruptcy Code same and sell the Trust Property in accordance with respect to any Disposition the provisions of the Notes Priority Collateral or any Disposition consisting this Deed of both Notes Priority Collateral and Revolving Priority CollateralTrust.

Sales. (ai) Subject Each of the Borrower, the Collateral Manager, and each Subordinated Investor recognizes that the Lender may be unable to Section 3.4effect a public sale of any or all of the Borrower Collateral, neither by reason of certain prohibitions contained in the Notes Collateral Agent nor any other Notes Claimholder shallSecurities Act of 1933, in any Insolvency Proceeding as amended (the “Securities Act”), and applicable state securities laws or otherwise, oppose any sale and may be compelled to resort to one or Disposition more private sales thereof to a restricted group of any Revolving Priority 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, the Collateral that is supported by the Revolving Collateral AgentManager, and the Notes Collateral Agent each Subordinated Investor acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other sale procedures related terms less favorable 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) Lender than if such sale were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceBorrower 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. (ii) Each of the Borrower, the Notes Collateral AgentManager, for itself and on behalf 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 Notes Claimholdersrequirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and each Subordinated Investor further agrees thatthat a breach of any of their covenants contained in this Section 4(d) will cause irreparable injury to the Lender, that the 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 4(d) shall be specifically enforceable against the Borrower, the Collateral Manager, each Subordinated Investor, as applicable, and each of the Borrower, the Collateral Manager, and each 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 no Event of Default has occurred under the Agreement or any defense relating to the Lender’s willful misconduct or gross negligence. (iv) 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, the Collateral Manager, and each Subordinated Investor hereby specifically agrees (x) so long as the Discharge Lender has complied with the applicable provisions of Revolving Obligations this Section 4, that it shall not raise any objection to the 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 the no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC, (2) shall be considered commercially reasonable notwithstanding that the Lender has not occurred 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 (3) shall be considered to be commercially reasonable notwithstanding that the Lender purchases the Borrower Collateral at such a sale. (v) Each of the Borrower, the Collateral Manager, and the Subordinated Investors agrees that the Lender shall not have any general duty or will obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Lender pursuant to this Agreement. Subject to Section 4(i), the Lender may, in its sole discretion, among other things, accept the first bid received, or decide to approach or not occur immediately upon consummation to approach any potential purchasers. Each of the Borrower, the Collateral Manager, and each Subordinated Investor hereby agrees that the 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, the Collateral Manager, and each Subordinated Investor hereby waive any claims against the 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 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 Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower, the Collateral 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, the Collateral Manager, and each Subordinated Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (1) the Lender conducts such foreclosure sale in the State of New York; (2) such foreclosure sale is conducted in accordance with the laws of the State of New York; and (3) not more than thirty days before, and not less than three Business Days in advance of such Disposition)foreclosure sale, no Notes Claimholder shallthe Lender notifies the Borrower, without the Collateral Manager, and each Subordinated Investor at the address set forth herein of the time and place of such foreclosure sale. (vi) The Lender shall use commercially reasonable efforts to give at least three Business Days’ prior written consent notice to the 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 Revolving Collateral AgentManager and the Subordinated Investors, credit bid under shall have the right, subject to the additional requirements set forth in this Section 363(k4(d) of the Bankruptcy Code and any other commercially reasonable requirements applicable to all bidders with respect to any Disposition of Revolving Priority Collateral such public or private sale, to bid in connection with any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralsale.

Sales. (a) Subject to Section 3.4Upon acceptance of the Buyer's Article III Offer, neither the Notes Collateral Agent nor any other Notes Claimholder each Offeree 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 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 within a reasonable period prior to the Disposition) closing 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 such Article III Sale, deliver to the extent Transferor a certificate or certificates representing the Proceeds shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Collateral are not applied to reduce Revolving ObligationsOfferee, the Notes Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (free and having the relative priority set forth in) this Agreement.clear of (b) Subject to Section 3.4The Transferor shall have 120 days, neither commencing on the Revolving Collateral Agent nor any other Revolving Claimholder shallday the Inclusion Notice is mailed, in any Insolvency Proceeding which to sell to the Buyer or otherwiseotherwise dispose of, oppose any sale or Disposition on behalf of any Notes Priority Collateral that is supported itself and the Offerees, up to the number of shares of Restricted Securities covered by the Notes Collateral Agent, Article III Offer (and the Revolving Collateral Agent number of Transferor Shares). If all such shares are not sold to the Buyer, the Transferor, at its option, may elect to sell on behalf of itself and each other Revolving Claimholder 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 sale, including, without limitation, price and form of consideration, shall be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 as set forth in the Inclusion Notice. If at the end of such 120-day period the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any Transferor has not completed the sale or other Disposition disposition of any Notes Priority Collateral supported by all the Notes Collateral Agent Transferor Shares and all the Offerees' shares of Restricted Securities proposed to have released their Liens and interests (which term be sold, the Transferor shall have the broadest possible meaning for purposes of Section 363(f) return to each of the Bankruptcy Code) on such assetsOfferees its respective certificates, and shall be deemed to have consented to any such Disposition (and any motion if any, representing shares of Restricted Securities which the Offerees delivered for bid sale or other sale procedures related disposition pursuant to this Article III and which were not sold pursuant thereto and the Disposition) provisions 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 this Article III shall continue 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 be in accordance with the terms of (and having the relative priority set forth in) this Agreementeffect. (c) The Notes Claimholders agree that Promptly after the Revolving Claimholders shall have the right to credit bid under Section 363(k) consummation of the Bankruptcy Code (sale or any other similar provision of any Bankruptcy Law) with respect to any Disposition disposition of the Revolving Priority Collateral Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, and the Revolving Claimholders agree that Buyer shall pay to the Notes Claimholders shall have the right to credit bid under Section 363(k) Transferor and each of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition Offerees their respective portions of the Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality sales price of the immediately-preceding sentenceshares sold or otherwise disposed of pursuant thereto, the Notes Collateral Agent, for itself and on behalf shall furnish such other evidence of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation completion of such Disposition), no Notes Claimholder shall, without sale or other disposition and the prior written consent of terms thereof as may be reasonably requested by the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralOfferees.

Sales. (a) Subject With a view to Section 3.4, neither making available to Holders of ----- Registrable Securities the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition benefits of any Revolving Priority Collateral that is supported by the Revolving Collateral Agent, certain rules 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 regulations of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any Commission which may permit the 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 Registrable Securities to the Disposition) of any Revolving Priority Collateral under Section 363(f) of public without registration, the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral Agent; provided that Company agrees at all times prior to the extent the Proceeds termination 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. (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 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 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 reasonably requested by such Holder in connection with availing the Holder of any rule or regulation of the Commission permitting the selling of such securities without registration. (b) Subject Each Holder hereby agrees that any and all sales made by such Holder (other than pursuant to Section 3.43), neither the Revolving Collateral Agent nor whether pursuant to a Shelf Registration Statement, Rule 144 or any other Revolving Claimholder shallexemption from the registration requirements of the Securities Act, shall not exceed, in the aggregate with all other Holders in any Insolvency Proceeding or otherwisecalendar quarter of the Company, oppose any sale or Disposition that number of any Notes Priority Collateral that shares set forth on Schedule A hereto with respect to such calendar quarter; provided, that, in the event the Shelf Registration Statement is supported not effective by the Notes Collateral AgentMay 15, 1999, and the Revolving Collateral Agent shares saleable under Schedule A during the period commencing on May 15, 1999 and each other Revolving Claimholder will ending on June 15, 1999 are not sold pursuant to Section 3 hereof, then such shares shall be deemed added to have irrevocablythe shares saleable in the next calendar quarter pursuant to Schedule A; provided, absolutelyhowever, that commencing with the second calendar quarter of 2000, such number of shares shall equal the greater of that number of shares specified specified previously in this sentence and unconditionally consented under Section 363, 365, 1129 or 1141 that number of shares equal to 20% of the Bankruptcy Code, or any comparable provisions "Average Weekly Trading Volume" (as hereinafter defined) for the four full calendar weeks immediately preceding the first day of any Bankruptcy Law, to any sale or 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 such calendar quarter. 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.the

Sales. (a) Subject By execution of this Agreement, each Seller does hereby transfer, assign, set over and otherwise convey to Section 3.4Buyer, neither without recourse except as provided herein, all its right, title and interest in, to and under, the Notes 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 Agent nor any other Notes Claimholder shallSecurity 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 foregoing or the following, all of such Seller’s rights to receive payments from any Insolvency Proceeding Dealer in respect of such Receivables and (v) all proceeds of all of the foregoing. The foregoing does not constitute and is not intended to result in the creation or otherwise, oppose any sale or Disposition assumption by Buyer 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 Bankruptcy Code, or any comparable provisions obligation 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 (Seller or any other similar provision of Person in connection with the Accounts or the Transferred Receivables or under any Bankruptcy Law) that has been consented to by agreement or instrument relating thereto, including any obligation under the Revolving Collateral Agent; provided that to the extent the Proceeds of such Collateral are not applied to reduce Revolving ObligationsFinancing Agreements, the Notes Collateral Agent Floorplan Agreements, any Participation Agreement or any Syndicated Financing Agreement or any obligation to any Dealer or any Manufacturer. For the avoidance of doubt, notwithstanding the foregoing conveyance, each Seller shall retain a Lien on such proceeds in accordance with the right or obligation, as applicable, to make all extensions of credit pursuant to the terms of the related Financing Agreements, and subject to Section 6.3(b), shall retain the 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 having agreed that, in the relative priority set forth incase of this clause (x), the Collections transferred to Buyer shall include all Collections since July 31, 2004), and (y) this Agreementon each Purchase Date, as to all Transferred Assets arising since the prior Purchase Date. (b) Subject Each Seller agrees, at its own expense, (i) on or prior to Section 3.4, neither (x) the Revolving Collateral Agent nor any other Revolving Claimholder shallClosing Date, in any Insolvency Proceeding or otherwisethe case of the Initial Accounts, oppose any sale or Disposition (y) the applicable Addition Date, in the case of any Notes Priority Collateral that is supported by the Notes Collateral AgentAdditional Accounts, and (z) the Revolving Collateral Agent and each other Revolving Claimholder will be deemed applicable Removal Date, in the case of Removed Accounts, to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Codeindicate, or any comparable provisions of any Bankruptcy Lawcause to be indicated, to any sale or other Disposition of any Notes Priority Collateral supported by in 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 appropriate computer files that Receivables created (or any other similar provision reassigned, if applicable, in the case of any Bankruptcy LawRemoved Accounts) that has in connection with the Accounts have been consented conveyed to by the Notes Collateral Agent; provided that Buyer pursuant to the extent the proceeds of such Collateral are not applied this Agreement (or conveyed to reduce Notes Obligations the Revolving Collateral Agent shall retain a Lien on such proceeds Seller or its designee, if applicable, in accordance with Section 2.7, in the terms 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 case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and having (ii) except as provided in Section 2.7(b), on or prior to the relative priority set forth indate referred to in clauses (i)(x), (y) or (z), 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 code referenced in clause (c) The Notes Claimholders agree that the Revolving Claimholders shall have the right to credit bid under Section 363(ki) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) this paragraph has been included with respect to any Disposition 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 Revolving Priority Collateral and Buyer in the Revolving Claimholders agree that the Notes Claimholders shall have the right related Transferred Receivables to credit bid under Section 363(k) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect continue to any Disposition of the Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection perfected with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralpriority required by this Agreement.

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) Subject The Mortgagee or the court officer (as the case may be as the Person conducting any sale) may conduct any number of sales from time to Section 3.4, neither the Notes Collateral Agent nor time. The power of sale hereunder or under any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose Applicable Law shall not be exhausted by any sale as to any part 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 parcel of the Bankruptcy CodeMortgaged Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a whole or in part or parcels and the Mortgagor hereby waives its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Mortgaged Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 for such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring but without warranty all right, title and interest of the Bankruptcy Code 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 Mortgagor hereby irrevocably authorizes and directs any other Person to act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the 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 effectuating the powers granted hereby or any such conveyance, assignment, Transfer or delivery by such attorney-in-fact. (d) 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 Secured Obligations due and payable, the request to the Mortgagee to sell, the notice of the time, place and terms of sale and of the Mortgaged Property to be sold having been duly given, or any other similar provision of any Bankruptcy Law) with respect to any Disposition of act or thing having been duly done or not done by the Revolving Priority Collateral and Mortgagor, the Revolving Claimholders agree that the Notes Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (Mortgagee or any other similar provision of any Bankruptcy Law) with respect to any Disposition Person, shall be taken as conclusive and binding against all other Persons as evidence of the Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality truth of the immediately-preceding sentencefacts 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 Notes Collateral Agentposting of notices and the conduct of such sale, for itself but in the name and on behalf of the other Notes ClaimholdersPerson conducting such sale. (e) The receipt of the Person 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, agrees thatand no such purchaser, so long as or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see to the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation application of such Disposition)purchase price or any part thereof upon or for any trust or purpose of this Mortgage or the Loan Documents or, no Notes Claimholder shallin any manner whatsoever, without be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the prior written consent authorization, necessity, expediency or regularity of such sale. (f) Any sale shall operate to divest all of the Revolving Collateral Agentestate, credit bid under Section 363(k) right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Bankruptcy Code with respect 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 exercise of any of the remedies provided for herein or any sale thereof, 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 forcible entry and unlawful detainer proceedings, or subject to any Disposition of Revolving Priority Collateral other right or remedy available hereunder or under Applicable Law. (i) Upon any Disposition consisting of both Notes Priority Collateral 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 Revolving Priority Collateral. The Revolving Agent, may institute suit for itself and on behalf the collection of the other Revolving ClaimholdersSecured Obligations or reinstitute suit for the foreclosure of this Mortgage, agrees that, so long as or in the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without event that the prior written consent Mortgagee should institute suit for collection of the Notes Collateral AgentSecured Obligations or the foreclosure of this Mortgage, credit bid under Section 363(k) the Mortgagee may at any time before the entry of final judgment in said suit dismiss the Bankruptcy Code same and sell the Mortgaged Property in accordance with respect to any Disposition the provisions of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralthis Mortgage.

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 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) Subject The Beneficiary, the Trustee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose time. The power of sale hereunder shall not be exhausted by any sale as to any part 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 parcel of the Bankruptcy CodeTrust Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a whole or in part or parcels and as provided in Section 5.03, the Grantor has thereby waived its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Trust Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 for such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring all right, title and interest of the Bankruptcy Code Grantor in and to the Trust Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Grantor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Grantor (with full power to substitute any other Person in its place as such attorney-in-fact) to act in the name of the Grantor 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 Trust 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 Grantor hereby irrevocably authorizes and directs any other Person to rely and act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the request of such attorney-in-fact the Grantor shall promptly execute, acknowledge and deliver any documentation which such attorney-in-fact may reasonably require for the purpose of ratifying, confirming or effectuating the powers granted hereby or any such conveyance, assignment, transfer or delivery by such attorney-in-fact. (d) 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 Secured Obligations due and payable, the request to the Beneficiary or the Trustee to sell, the notice of the time, place and terms of sale and of the Trust Property to be sold having been duly given, the refusal, failure or inability of the Beneficiary or the Trustee to act, the appointment of any substitute or successor agent, any other act or thing having been duly done by the Grantor, the Beneficiary, the Trustee or any other similar provision of any Bankruptcy Law) with respect to any Disposition such Person, shall be taken as conclusive and binding against all other Persons as evidence of the Revolving Priority Collateral 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 Revolving Claimholders agree that conduct of such sale, but in the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself name and on behalf of the other Notes ClaimholdersPerson conducting such sale. (e) The receipt by the Person conducting any sale of the purchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Trust Property sold, agrees thatand no such purchaser, so long as or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see to the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation application of such Disposition)purchase price or any part thereof upon or for any trust or purpose of this Deed of Trust or, no Notes Claimholder shallin any manner whatsoever, without be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the prior written consent 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 Revolving Collateral Agentestate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Grantor in and to the Trust Property sold, and shall be a perpetual bar both at law and in equity against the Grantor and any and all Persons claiming such Trust Property or any interest therein by, through or under the Grantor. (g) At any sale, the Beneficiary may bid for and acquire the Trust 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 Grantor or any Person claiming by, through or under the Grantor shall transfer or fail to surrender possession of the Trust Property, after the exercise by the Beneficiary or the Trustee of the remedies under Section 363(k5.02(a)(v) or after any sale of the Bankruptcy Code with respect Trust Property pursuant hereto, then the Grantor 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 Disposition of Revolving Priority Collateral other right or remedy available hereunder or under Applicable Law. (i) Upon any Disposition consisting of both Notes Priority Collateral sale, it shall not be necessary for the Person conducting such sale to have any Trust Property being sold present or constructively in its possession. (j) If a sale hereunder shall be commenced by the Beneficiary or the Trustee, the Beneficiary or the Trustee may at any time before the sale abandon the sale, and Revolving Priority Collateral. The Revolving Agent, may institute suit for itself and on behalf the collection of the other Revolving Claimholders, agrees that, so long as Secured Obligations or for the Discharge foreclosure of Notes Obligations has not occurred (this Deed of Trust; or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without if the prior written consent Beneficiary or the Trustee should institute a suit for collection of the Notes Collateral AgentSecured Obligations or the foreclosure of this Deed of Trust, credit bid under Section 363(k) the Beneficiary or the Trustee may at any time before the entry of final judgment in said suit dismiss the Bankruptcy Code same and sell the Trust Property in accordance with respect to any Disposition the provisions of the Notes Priority Collateral or any Disposition consisting this Deed of both Notes Priority Collateral and Revolving Priority CollateralTrust.

Sales. (ai) Subject Each of the Borrower, the Collateral Manager, each Lender and each Investor recognizes that the Administrative Agent may be unable to Section 3.4effect a public sale of any or all of the Collateral, neither by reason of certain prohibitions contained in the Notes Collateral Agent nor any other Notes Claimholder shallSecurities Act of 1933, in any Insolvency Proceeding as amended (the "Securities Act"), and applicable state securities laws or otherwise, oppose any sale and may be compelled to resort to one or Disposition more private sales thereof to a restricted group of any Revolving Priority 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, the Collateral that is supported by the Revolving Collateral AgentManager, and the Notes Collateral Agent each Lender and each other Notes Claimholder will be deemed to have irrevocably, absolutely, Investor acknowledges 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other sale procedures related terms less favorable 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) Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceCollateral 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. (ii) Each of the Borrower, the Notes Collateral Agent, for itself Manager and on behalf 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 Notes Claimholdersrequirements 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 5(d) will cause irreparable injury to the Administrative Agent and the Lenders, that the 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 5(d) shall be specifically enforceable against the Borrower, the Collateral Manager and the Investors, and each of the 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 no Event of Default has occurred and is continuing under this Agreement or any defense relating to the Administrative Agent's willful misconduct or gross negligence. (iv) Each of the Borrower, the Collateral Manager, each Lender and each Investor agrees that the 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 Administrative Agent pursuant to this Agreement. Subject to Section 5(i), the Administrative Agent may, in 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, the Collateral Manager, each Lender and each Investor hereby agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Dispositionsubject to Section 5(i), no Notes Claimholder shallthe Administrative Agent shall have the right to conduct, without and shall not incur any liability as a result of, the prior written consent 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 Revolving Collateral Agentis or may be of one or more types that threaten to decline speedily in value. The Borrower, credit bid under Section 363(k) the Collateral Manager, each Lender and each Investor hereby waive any claims against the Administrative Agent arising by reason of the Bankruptcy Code with respect to fact that the price at which any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the other Revolving Claimholders, agrees that, so long as Collateral may have been sold at a private sale was less than the Discharge of Notes Obligations has not occurred (price that might have been obtained at a public sale or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without was less than the prior written consent aggregate amount of the Notes Borrower's obligations under the Agreement, even if the Administrative Agent accepts the first bid received and does not offer any Collateral Agent, credit bid under to more than one bidder; provided that the Administrative Agent has acted in accordance with Section 363(k5(i) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralotherwise in a commercially reasonable manner in conducting such private sale.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders 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 credit 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 this Agreement or any other Facility Document, even if the Collateral Agent accepts the first bid by other Claimholders 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 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 the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality any liquidation or disposition of the immediately-preceding sentenceCollateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Notes 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, for itself which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on behalf which the Borrower receives notice from the Administrative Agent of the other Notes Claimholdersoccurrence of such Event of Default and termination of the Commitments, agrees thatas applicable, so long as and the Discharge intent of Revolving Obligations 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 not occurred 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 will not occur immediately upon consummation of 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 Disposition), Collateral. The cash purchase price must be received no Notes Claimholder shall, without the prior written consent later than ten (10) Business Days following delivery of the Revolving Exercise Notice. Neither the Collateral Agent, credit bid under Section 363(k) the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Bankruptcy Code with respect to Collateral, including any Disposition of Revolving Priority Collateral right described in Section 6.02(b) or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving AgentSection 7.03, for itself and on behalf or cause the removal of the other Revolving ClaimholdersCollateral Manager pursuant to Section 14.08, agrees that, so long as or cause the Discharge of Notes Obligations has not occurred (liquidation or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without the prior written consent disposition of the Notes Collateral AgentAssets to occur, credit bid under 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 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral6.04(e).

Sales. Consummate an Asset Sale unless (a1) Subject at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash, (2) the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors of the Borrower 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 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 Borrower 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, further, notwithstanding any other provision of this Section 3.47.05 to the contrary, neither the Notes Collateral Agent Borrower nor any other Notes Claimholder shallRestricted Subsidiary shall consummate an Asset Sale (i) consisting of the issuance, in any Insolvency Proceeding repurchase or otherwise, oppose any sale or Disposition redemption 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 Redeemable Equity Interests or 1141 of the 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 Agent and each other Revolving Claimholder will be deemed to 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 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 Lawii) with respect to Accounts Receivable or Inventory other than in the ordinary course of business. With respect to an Asset Swap constituting an Asset Sale, the Borrower or any Disposition Restricted Subsidiary shall be required to receive in cash an amount equal to 75% of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes Claimholders shall have the right to credit bid under Section 363(k) Proceeds of the Bankruptcy Code (or any other similar provision Asset Sale which do not consist of any Bankruptcy Law) with respect to any Disposition of the Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection like-kind assets acquired with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralAsset Swap.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders 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 credit 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 this Agreement, even if the Collateral Agent accepts the first bid by other Claimholders 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 Disposition 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 consisting subject to such liquidation or at a purchase price at least equal to the sum of both Notes Priority Collateral the then accrued and Revolving Priority 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. Without limiting the generality The cash purchase price must be received no later than ten (10) Business Days following delivery of the immediately-preceding sentence, Exercise Notice. Neither the Notes Collateral Agent, for itself and on behalf the Administrative Agent nor any Lender shall assert any right or remedy in respect of the other Notes ClaimholdersCollateral, agrees thatincluding any right described in Section 6.02(b) or Section 7.03, so long as or cause the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent removal of the Revolving Collateral AgentManager pursuant to Section 14.08, credit bid under Section 363(k) or cause the liquidation or disposition of the Bankruptcy Code with respect Collateral Assets to any Disposition of Revolving Priority occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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 Dispositionpursuant to this Section 6.04(e), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. A Borrower Entity or the Collateral Manager on its behalf may Dispose (a) Subject to Section 3.4, neither or direct 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, on behalf of a Borrower Entity, to Dispose) of any Collateral Obligation at any time without the consent of any Person; provided that, (1) if an Event of Default has occurred and is continuing (or will occur or be continuing af ter giving ef fect to such sale 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 application of the Bankruptcy Codeproceeds thereof), 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) consent of the Bankruptcy Code) on such assets, and shall Administrative Agent must be deemed obtained prior to have consented to any such Disposition (in its sole and any motion for bid absolute discretion) unless such Collateral Obligation is an Unsettled Sale Asset and (2) if either (x) the proceeds to be received by the Borrower Entities from such Disposition would be less than the related Individual Realization Application Amount, (y) the Collateral Portfolio Requirements would not be satisfied on a pro forma basis af ter giving ef fect to such transfer and this failure would result in a Borrowing Base Def iciency or other sale procedures related (z) such Disposition is a cashless transfer to the Disposition) of any Revolving Priority Collateral under Section 363(f) Equity Holder or an Af filiate thereof, the consent of the Bankruptcy Code Administrative Agent must be obtained prior to such Disposition (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 (its sole and having the relative priority set forth in) this Agreement. absolute discretion). 109 (b) Subject Limit on Affiliate Sales. Notwithstanding the foregoing, the Aggregate Principal Amount of all Collateral Obligations (other than Warranty Collateral Obligations) Disposed of to the Equity Holder or any Affiliate thereof pursuant to this Section 3.4, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall, 8.1 shall not 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 aggregate exceed 20% of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or 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) Equity Holder Purchased Loan Balance measured as 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 date 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 the Revolving Claimholders agree that the Notes 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 Notes Priority CollateralDisposition; provided that the Claimholders 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 be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality exceed 10% of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf Equity Holder Purchased Loan Balance measured as of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation date of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralDistribution.

Sales. (a) Subject to Section 3.4Upon its exercise of an Inclusion Right, neither the Notes Collateral Agent nor any other Notes Claimholder 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 Article III Offer, provided, however, that in any Insolvency Proceeding the event that the purchase and sale of Restricted Securities or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported Restricted Preferred Securities contemplated by the Revolving Collateral AgentArticle III Offer is not completed, such certificate(s) 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 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 power-of-attorney shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related returned 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 Offeree in accordance with Section 3.2(c) promptly upon request by the terms of (and having the relative priority set forth in) this AgreementOfferee. (b) Subject to Section 3.4, neither The Transferor shall have until one hundred twenty (120) days commencing on the Revolving Collateral Agent nor any other Revolving Claimholder shallexpiration of the 30 day period following delivery of the Inclusion Notice, in any Insolvency Proceeding which to sell or otherwiseotherwise dispose of, oppose any sale or Disposition on behalf of any Notes Priority Collateral that is supported itself and the Offerees, up to the number of shares of Restricted Securities and/or Restricted Preferred Securities covered by the Notes Collateral Agent, Article III Offer (and the Revolving Collateral Agent number of Transferor Shares) to the Buyer. If all such shares are not sold to the Buyer, the Transferor, at 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 other Revolving Claimholder will Offeree, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 as set forth in the Inclusion Notice. If at the end of such 120-day period the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any Transferor has not completed the sale or other Disposition disposition of any Notes Priority Collateral supported by all the Notes Collateral Agent Transferor Shares and all the Offerees' Restricted Securities and/or Restricted Preferred Securities (if any) proposed to have released their Liens and interests (which term be sold to the Buyer, the Transferor shall have the broadest possible meaning for purposes of Section 363(f) return to each of the Bankruptcy Code) on such assetsOfferees its respective certificates, and shall be deemed to have consented to any such Disposition (and any motion if any, representing shares of Restricted Securities and/or Restricted Preferred Securities which the Offerees delivered for bid sale or other sale procedures related disposition pursuant to this Article III and which were not sold pursuant thereto and the Disposition) provisions 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 this Article III shall continue 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 be in accordance with the terms of (and having the relative priority set forth in) this Agreementeffect. (c) The Notes Claimholders agree 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 Buyer 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 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 terms thereof as may be reasonably requested by the Offerees. (d) Notwithstanding anything to the contrary contained in this Article III, except for the Transferor's obligation to return to each Offeree any certificates representing the Offerees' Restricted Securities or Restricted Preferred Securities, there shall be no liability on the part of the Transferor to any Stockholder in the event that the Revolving Claimholders shall have proposed sale pursuant to this 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 right to credit bid under Section 363(k) Transferor is in the sole and absolute discretion of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralTransferor.

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) Subject to Section 3.4To the extent permitted by law, 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 may be conducted by the Revolving Collateral Agent, Beneficiary or the Trustee or by an agent appointed to act on behalf of such party and the Notes Collateral Agent and each other Notes Claimholder will appointment need not be deemed recorded. The power of sale hereunder or with respect hereto shall not be exhausted by any sale as to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 any part or 1141 parcel of the Bankruptcy CodeTrust Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed to have consented to exhausted or impaired by any such Disposition (and any motion for bid sale which is not completed or other is defective. Any sale procedures related may be as a whole or in part or parcels and, to the Disposition) of any Revolving Priority Collateral under Section 363(f) of fullest extent permitted by law, the Bankruptcy Code (Grantor hereby waives its right to direct the order in which the Trust Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4To the extent permitted by law, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale may be postponed or Disposition of any Notes Priority Collateral that is supported adjourned by public announcement at the Notes Collateral Agent, time and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to 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 place appointed for such sale or 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 postponed or other adjourned 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring all right, title and interest of the Bankruptcy Code Grantor in and to the Trust Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Grantor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Grantor (or with full power to substitute any other similar provision of any Bankruptcy LawPerson in its place as such attorney-in-fact) with respect to any Disposition act in the name of the Revolving Priority Collateral and Grantor or, at the Revolving Claimholders agree that the Notes Claimholders shall have the right to credit bid under Section 363(k) option of the Bankruptcy Code (Person conducting such sale, in such Person's own name, to make without warranty by such Person any conveyance, assignment, transfer or any other similar provision of any Bankruptcy Law) with respect to any Disposition delivery of the Notes Priority Collateral; provided that the Claimholders shall not be deemed Trust Property sold, and to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.execute,

Sales. (ai) Subject Each of the Borrower, the Collateral Manager, and the Preferred Investor recognizes that the Administrative Agent may be unable to Section 3.4effect a public sale of any or all of the Borrower Collateral, neither by reason of certain prohibitions contained in the Notes Collateral Agent nor any other Notes Claimholder shallSecurities Act of 1933, in any Insolvency Proceeding as amended (the “Securities Act”), and applicable state securities laws or otherwise, oppose any sale and may be compelled to resort to one or Disposition more private sales thereof to a restricted group of any Revolving Priority 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, the Collateral that is supported by the Revolving Collateral AgentManager, and the Notes Collateral Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 on behalf of the Bankruptcy CodeSecured Parties than if such sale were a public sale and, or any comparable provisions of any Bankruptcy Lawnotwithstanding such circumstances, 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 agree that any such Disposition (and any motion for bid or other private 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 Agent and each other Revolving Claimholder will be deemed to 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 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceBorrower 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. (ii) Each of the Borrower, the Notes Collateral AgentManager, for itself and on behalf 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 pursuant to this Section 4(d) valid and binding and in compliance with any and all other Notes Claimholdersrequirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and the Preferred Investor further agrees thatthat a breach of any of their agreements contained in this Section 4(d) will cause irreparable injury to the Administrative Agent and the Secured Parties, so long as that the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such Disposition)breach and, no Notes Claimholder shallas a consequence, without that each and every agreement contained in this Section 4(d) shall be specifically enforceable against the prior written consent Borrower, the Collateral Manager, and the Preferred Investor, and each of the Revolving Borrower, the Collateral Manager, and the 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 no Event of Default has occurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (iv) 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, credit bid under 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 363(k4(a)(2) of the Bankruptcy Code Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with respect its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower, the Collateral Manager, and the Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to any Disposition Secured Party’s purchase of Revolving Priority 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 the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the 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 (3) shall be considered to be commercially reasonable notwithstanding that the Secured Party purchases the Borrower Collateral at such a sale. (v) Each of the Borrower, the Collateral Manager, and the Preferred Investor agrees that the 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 Administrative Agent pursuant to this Agreement. The Administrative Agent may, in 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, the Collateral Manager, and the Preferred Investor hereby agrees that the 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 Disposition consisting part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of both Notes Priority the Borrower Collateral and Revolving Priority Collateralis or may be of one or more types that threaten to decline speedily in value. The Revolving AgentBorrower, for itself the Collateral Manager, and on behalf the Preferred Investor hereby waive any claims against the Administrative Agent arising by reason of the other Revolving Claimholdersfact 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 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 Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower, the Collateral Manager, and the Preferred Investor hereby agrees thatthat any foreclosure sale conducted in accordance with the following provisions (including, so long as without limitation, Section 4(d)(vi) below) shall be considered a commercially reasonable sale, and each of the Discharge Borrower, the Collateral Manager, and the Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (1) the Administrative Agent conducts such foreclosure sale in the State of Notes Obligations has New York; (2) such foreclosure sale is conducted in accordance with the laws of the State of New York; and (3) not occurred (or will more than thirty days before, and not occur immediately upon consummation less than three Business Days in advance of such Dispositionforeclosure sale, the Administrative Agent notifies the Borrower, the Collateral Manager, and the Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (vi) Notwithstanding anything in this Section to the contrary, (i) the Administrative Agent shall give not less than two (2) Business Days prior written notice to the Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (ii) the Collateral Manager and/or the Preferred Investor may, but is not required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (i) provided that the 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 Borrower Collateral, in each case, its sole discretion, and (iii), no Revolving Claimholder shallto the extent any Borrower Collateral is to be disposed of in a public sale, without the prior written consent 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 Notes Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to bid on each such item of Borrower Collateral Agentbeing sold, credit bid under Section 363(k) of transferred or otherwise disposed of, subject to the Bankruptcy Code with respect same terms and conditions applicable to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralall other participants in such auction.

Sales. (a) Subject Each of the Borrower, the Equityholder and the Servicer recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral AgentBorrower, the Equityholder and the Notes Collateral Agent Servicer acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower, the Equityholder and the 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, the Equityholder and the Servicer, and the Borrower, the Equityholder and the Servicer hereby waives and agrees not to assert any credit bid by other Claimholders defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in connection Full. (c) To the extent that the Agents effect a public sale of any or all of the Collateral in accordance with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality requirements of the immediately-preceding sentenceUCC, each of the Borrower, the Notes Collateral Agent, for itself Equityholder and on behalf the Servicer hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the other Notes ClaimholdersCollateral (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 deemed to have been made in a commercially unreasonable manner solely by virtue of a Secured Party purchasing the Collateral at such a sale. (d) Each of the Borrower, the Equityholder and the Servicer agrees thatthat 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. Each of the Borrower, so the Equityholder and the 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. So long as the Discharge applicable Agent effects a private sale of Revolving Obligations has any or all of the Collateral in accordance with the requirements of the UCC, each of the Borrower, the Equityholder and the 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. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable and in accordance with Applicable Law, each of the Borrower, the Equityholder and the 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, the Equityholder and the Servicer hereby irrevocably waives any argument that any such sale conducted in accordance with the following provisions is not occurred a commercially reasonable sale: (i) the Collateral Agent (or will 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 occur immediately upon consummation more than thirty days before, and not less than ten (10) days in advance of such Disposition)foreclosure sale, no Notes Claimholder shall, without the prior written consent Collateral Agent notifies the Borrower and the Servicer at the address set forth herein of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral time and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation place of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralforeclosure sale.

Sales. (aA) Subject to Section 3.4, neither Following the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition occurrence of any Revolving Priority Collateral that is supported Amortization Triggering Event, if elected by Lender in its sole discretion, Borrower agrees to retain one or more nationally recognized title insurance company or other escrow agent (the “Escrow Agent”) acceptable to Lender and to use its best efforts to have each Escrow Agent execute and deliver to Lender an escrow account acknowledgment in form and substance satisfactory to Lender. The escrow procedures utilized by the Revolving Collateral Escrow Agent, and following the Notes Collateral Agent and occurrence of any Amortization Triggering Event, shall be satisfactory to Lender. (B) With respect to each other Notes Claimholder will sale of a Pledged Interval, Borrower shall deliver, or cause to be deemed delivered, to have irrevocably, absolutelyLender the Release Fee required hereunder for such Pledged Interval, and unconditionally consented under Section 363following the occurrence of any Amortization Triggering Event, 365the Release Price required hereunder for such Pledged Interval. Following the occurrence of any Amortization Triggering Event, 1129 or 1141 upon receipt of payment of the Bankruptcy CodeRelease Price, or 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 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 Purchase Agreement is less than ninety percent (which term shall have the broadest possible meaning for purposes of Section 363(f90%) of the Bankruptcy CodeRetail Value set forth in Schedule 4 for such Timeshare Interest constituting a Pledged Interval, or (iii) on such assets, and shall be deemed if Lender determines in its sole discretion that sales of the remaining Pledged Intervals are insufficient to have consented to any such Disposition (and any motion for bid or other sale procedures enable all Obligations related to the Disposition) Inventory Loan arising under this Agreement and the other Loan Documents to be repaid in full on or before Borrower's sale of any Revolving Priority Collateral under Section 363(fseventy-five percent (75%) of the Bankruptcy Code (or any other similar provision aggregate number 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 Agreementall Pledged Intervals. (bD) Subject to Section 3.4Following the occurrence of any Amortization Triggering Event, neither the Revolving Collateral Agent nor any other Revolving Claimholder Borrower shall, or if applicable, shall instruct the Escrow Agent, to deliver the applicable Release Price in any Insolvency Proceeding respect of each Pledged Interval sold, to be sold or otherwiseotherwise requested by Borrower to be released from the Liens created by this Agreement and the other Security Documents, oppose any sale received by the Escrow Agent on or Disposition before the proposed date by Borrower for releasing the Lien encumbering such 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 Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed partial release of its Lien related to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 a sold Pledged Interval prior to Lender's receipt of the Bankruptcy CodeRelease Fee and, or any comparable provisions following the occurrence of any Bankruptcy Lawan Amortization Triggering Event, to any sale or 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 AgreementRelease Price. (cE) The Notes Claimholders agree that Following the Revolving Claimholders shall have occurrence and during the right continuance of an Event of Default, unless otherwise agreed 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders by Lender, Lender shall not be deemed obligated to have agreed to release its Lien on any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. (a) Subject With a view to Section 3.4making available to Holders of ----- Registrable Securities the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, neither the Notes Collateral Agent nor 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 Exchange Act; and (iii) furnish to each Holder so long as such Holder owns any other Notes Claimholder shallRegistrable Securities forthwith, in any Insolvency Proceeding or otherwiseupon written request, oppose any sale or Disposition of any Revolving Priority Collateral that is supported a written statement by the Revolving Collateral AgentCompany that it has complied with the reporting requirements of Rule 144, the Securities Act and the Notes Collateral Agent and each other Notes Claimholder will be deemed Exchange Act (to 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 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 extent that it is then subject to any such Disposition (reporting requirements), a copy of the most recent annual and any motion for bid or quarterly report of the Company, and such other sale procedures related to reports and documents filed by the Disposition) Company under the Exchange Act as may be reasonably requested by such Holder in connection with availing the Holder of any Revolving Priority Collateral under Section 363(f) rule or regulation of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by Commission permitting the Revolving Collateral Agent; provided that to the extent the Proceeds selling 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 Agreementsecurities without registration. (b) Subject Each Holder hereby agrees that any and all sales made by such Holder, whether pursuant to Section 3.42 hereof, neither the Revolving Collateral Agent nor Rule 144 or any other Revolving Claimholder shallexemption from the registration requirements of the Securities Act, shall not exceed, in the aggregate with all other Holders 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 calendar quarter of the Bankruptcy CodeCompany, or 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 comparable provisions of any Bankruptcy Law, shares saleable during a calendar quarter pursuant to any sale or other Disposition of any Notes Priority Collateral supported by Schedule A due to 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) actions of the Bankruptcy CodeCompany (including subsection 2(d)(iii), Section 6 and subsection 11(d) on hereunder), such assets, and shares shall be deemed to have consented saleable in the immediately succeeding calendar quarter, in addition to any other shares saleable in such Disposition (and quarter pursuant to Schedule A. In addition, all sales made by any motion for bid 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 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 Agreementcorporate events. (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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. (a) Subject to Section 3.4Each of the Borrower, 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 AgentManager, and the Notes Collateral Equityholder recognizes that an Agent and each other Notes Claimholder will may be deemed unable to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 effect a public sale of any or 1141 all of the Bankruptcy Code, Collateral and may be compelled to resort to one 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) more private sales thereof. Each of the Bankruptcy Code) on such assetsBorrower, the Collateral Manager and shall be deemed to have consented to the Equityholder acknowledges and agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the 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 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, the Collateral Manager, and the Equityholder, and each of the Borrower, the Collateral Manager and the Equityholder hereby waives and agrees not to assert any credit bid by other Claimholders defenses against an action for specific performance of such covenants. (c) Pursuant to the UCC, each of the 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 connection conformity with the Disposition 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 consisting at such a sale. (d) Each of both Notes Priority the Borrower, the Collateral Manager and Revolving Priority 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, in 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, 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 manner 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, 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 generality Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the immediately-preceding sentenceBorrower, the Notes Collateral AgentManager and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, for itself and on behalf each of the other Notes ClaimholdersBorrower, agrees that, so long as the Discharge of Revolving Obligations has not occurred 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 will 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 (e) not occur immediately upon consummation more than thirty days before, and not less than two Business Days in advance of such Disposition)foreclosure sale, no Notes Claimholder shallthe Collateral Agent notifies the Borrower, without the prior written consent Collateral Manager and the Equityholder at the address set forth herein of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral time and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation place of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralforeclosure sale.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 -98- USActive 55502425.1255502425.13 any such Disposition (and any motion for bid or other private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders 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 credit 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 by other Claimholders 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 Disposition 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 consisting subject to such liquidation or at a purchase price at least equal to the sum of both Notes Priority Collateral the then accrued and Revolving Priority 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. Without limiting the generality The cash purchase price must be received no later than ten (10) Business Days following delivery of the immediately-preceding sentence, Exercise Notice. Neither the Notes Collateral Agent, for itself and on behalf the Administrative Agent nor any Lender shall assert any right or remedy in respect of the other Notes ClaimholdersCollateral, agrees thatincluding any right described in Section 6.02(b) or Section 7.03, so long as or cause the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent removal of the Revolving Collateral AgentManager pursuant to Section 14.08, credit bid under Section 363(k) or cause the liquidation or disposition of the Bankruptcy Code with respect Collateral Loans to any Disposition of Revolving Priority occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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 Dispositionpursuant to this Section 6.04(e), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. (ai) Subject Each of the Borrower, the Collateral Manager and each Equity Investor recognizes that the Administrative Agent may be unable to Section 3.4effect a public sale of any or all of the Collateral, neither by reason of certain prohibitions contained in the Notes Collateral Agent nor any other Notes Claimholder shallSecurities Act of 1933, in any Insolvency Proceeding as amended (the “Securities Act”), and applicable state securities laws or otherwise, oppose any sale and may be compelled to resort to one or Disposition more private sales thereof to a restricted group of any Revolving Priority 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, the Collateral that is supported by the Revolving Collateral Agent, and the Notes Collateral Agent Manager and each Equity Investor acknowledges and agrees that any such private sale may result in prices and other Notes Claimholder will be deemed terms less favorable to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 the Administrative Agent on behalf of the Bankruptcy CodeSecured Parties than if such sale were a public sale and, or any comparable provisions of any Bankruptcy Lawnotwithstanding such circumstances, 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 agree that any such Disposition (and any motion for bid or other private 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 Agent and each other Revolving Claimholder will be deemed to 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 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceCollateral 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. (ii) Each of the Borrower, the Notes Collateral Agent, for itself Manager and on behalf 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 Notes Claimholdersrequirements of applicable law. (iii) Each of the Borrower, the Collateral Manager and each Equity Investor further agrees thatthat a breach of any of their covenants contained in this Section 4(d) will cause irreparable injury to the Administrative Agent and the Secured Parties, so long as that the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such Disposition)breach and, no Notes Claimholder shallas a consequence, without that each and every covenant contained in this Section 4(d) shall be specifically enforceable against the prior written consent Borrower, the Collateral Manager and the Equity Investors and each of the Revolving 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 no Event of Default has occurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (A) 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, credit bid under 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 363(k4(a)(2) of the Bankruptcy Code 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, the Collateral Manager and each Equity Investor hereby specifically agrees (x) that it shall not raise any objection to 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 the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the 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 (3) shall be considered to be commercially reasonable notwithstanding that the Secured Party purchases the Collateral at such a sale. (B) 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, the Collateral Manager and each Equity Investor agrees that the Administrative Agent shall not have any Disposition general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Administrative Agent pursuant to this Agreement. The Administrative Agent may, in 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 Revolving Priority the Borrower, the Collateral Manager and each Equity Investor hereby agrees that 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 Disposition consisting part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of both Notes Priority the Collateral and Revolving Priority Collateralis or may be of one or more types that threaten to decline speedily in value. The Revolving Borrower, the Collateral Manager and each Equity Investor hereby waive any claims against the 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 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 Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the 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, the Collateral Manager and each Equity Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (1) the Administrative Agent conducts such foreclosure sale in the State of New York; (2) such foreclosure sale is conducted in accordance with the laws of the State of New York; and (3) not more than thirty days before, and not less than three Business Days in advance of such foreclosure sale, the Administrative Agent notifies the Borrower, the Collateral Manager and the Equity Investors at the address set forth herein of the time and place of such foreclosure sale. (vi) Notwithstanding anything in this Section 4 to the contrary, prior to any proposed private sale, transfer or other disposition of any Collateral, (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, transfer or other disposition of any Collateral, (ii) the Collateral Manager and/or the 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 continuance of an Event of Default 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 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 sole discretion, provided further that if (x) such irrevocable offer for at least the full amount of the outstanding Termination Obligations is delivered to the Administrative Agent in writing prior to the giving of the related notice of such proposed private sale, 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, for itself and on behalf (y) such 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 proposed private sale, transfer or other Revolving Claimholdersdisposition by the Administrative Agent (or, agrees thatif no such notice was given by the Administrative Agent, so long as 10 Business Days from the Discharge making of Notes Obligations has not occurred such irrevocable offer by Collateral Manager and/or the Equity Investors (or any designee thereof), as applicable) to fund such purchase (the “Offer Period”); provided, that the 10 Business Day periods in this clause (y) shall be extended for an additional 5 Business Days if the Equity Investors thereof provides evidence satisfactory to the Administrative Agent that the Equity Investors have made a capital call on its members, in an amount equal to at least the full amount of the Termination Obligations, in accordance with its organizational documents and the Equity Investors reasonably believe that such members will not occur immediately upon consummation comply with such capital call obligation, and (z) 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), as applicable, will have cash and cash equivalents (and/or financing that is reasonably acceptable to the Administrative Agent) sufficient to fund such purchase of the Collateral in full, the Administrative Agent shall take no further exercise of remedies during the Offer Period and (iii) to the extent any Collateral is to be disposed of in a public sale, the Collateral Manager and the Equity Investors (or any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such Disposition)public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, no Revolving Claimholder shall, without the prior written consent to bid on each such item of the Notes Collateral Agentbeing sold, credit bid under Section 363(k) of transferred or otherwise disposed of, subject to the Bankruptcy Code with respect same terms and conditions applicable to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralall other participants in such auction.

Sales. (a) 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 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 Agent2.2 hereof, and the Notes Collateral Agent 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 other Notes Claimholder will subsequent sale and purchase, an "Incremental Purchase"; and any such sale and purchase, a "Purchase"). Under no circumstances, however, shall the Trust be deemed obligated to have irrevocablymake any Purchase if, absolutelyafter giving effect to such Purchase, and unconditionally consented under Section 363, 365, 1129 the aggregate Outstanding Amount would exceed the lesser of (i) the Note Purchase Limit or 1141 (ii) the Funding Date Overcollateralization. Upon the payment of the Bankruptcy Code, related Cash Purchase Price (as defined below) for the Initial Purchase or any comparable provisions of any Bankruptcy LawIncremental Purchase and on each Substitute Asset Transfer Date, 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 Trust Depositor shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetshave, 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 Trust agree that such transfer is intended to be a sale of ownership of the Trust Assets, rather than the granting of a security interest to secure a borrowing, and that the Trust Assets shall not be property of the Trust Depositor, in the event, notwithstanding such intent, such transfer is deemed to be a grant of a security interest to secure a borrowing, the Trust Depositor shall be deemed to have consented to any such Disposition granted (and any motion 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 security agreement under Requirements of Law securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for bid or in this Agreement and the other sale procedures related Transaction Documents and in the order and priorities, and subject to the Disposition) other terms and conditions of any Revolving Priority Collateral under this Agreement. Upon the addition or substitution of an Asset pursuant to Section 363(f) 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 Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral Agent; provided that Trust Depositor in and to the extent Trust Assets relating to such addition or substitution, as 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 Agreementcase may be. (b) The purchase price for the Purchased Receivables in each Asset Pool Portion shall be the applicable Cash Purchase Price. The "Cash Purchase Price" for any Asset Pool Portion shall be an amount equal to the product of (i) the Receivable Balance as of the applicable Cutoff Date of the Eligible Receivables to be purchased, multiplied by (ii) the applicable Credit Enhancement Factor in effect on such Transfer Date. 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 satisfaction of the Bankruptcy Codeconditions and on the terms set forth herein, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent and to have released their Liens and interests (which term Trust 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 pay to the Disposition) of any Notes Priority Collateral under Section 363(f) of Trust Depositor the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by Cash Purchase Price for the Notes Collateral Agent; provided that to Purchased Receivable on 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 Agreementrelated Transfer Date. (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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. (a) Subject Each of the Borrower and the Servicer recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Servicer acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the 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 Servicer, and each of the Borrower and the Servicer hereby waives and agrees not to assert any credit bid by other Claimholders defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in connection Full. (c) Pursuant to the UCC, each of the Borrower and the 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 Disposition 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 consisting at such a sale. (d) Each of both Notes Priority the Borrower and the 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 Revolving Priority the 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 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 generality Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the immediately-preceding sentenceBorrower and the 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 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 Notes Collateral Agent notifies the Borrower and the 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 such capacity, the “Purchasing Parties”) may purchase the Collateral, in whole or in part, (a) at a purchase price determined by the Borrower but in any event not less than the sum of (i) the amount of the Obligations outstanding plus (ii) all other amounts owing or payable to the Secured Parties by the 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 amount to the Administrative Agent for the benefit of the Secured Parties using the proceeds from such purchase not later than 5:00 p.m. on the third (3rd) Business Day following the declaration or automatic occurrence of the acceleration of the Loans (or such later deadline as the Administrative Agent and each of the Lenders may agree with the Borrower) or (ii) (A) delivering to the Administrative Agent not later than 5:00 p.m. on the third (3rd) Business Day following the declaration or automatic occurrence of the acceleration of the Loans (or such later deadline as the Administrative Agent and each of the Lenders may agree with the Borrower) a written report that is satisfactory to the Administrative Agent in its sole discretion showing a projected purchase of the Collateral at such purchase 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 (10th) Business Day following delivery of such notice by the Borrower and (B) paying such amount to the Administrative Agent for the benefit of the Secured Parties using the proceeds from such capital call not later than 5:00 p.m. on the tenth (10th) Business Day following delivery of such notice by the Borrower, 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”). For the avoidance of doubt, none of the Collateral Agent, for itself the Administrative Agent and on behalf any Lender shall assert any right or remedy in respect of the other Notes ClaimholdersCollateral, agrees thatincluding any right described in Section 6.02(b) or Section 7.03, so long as or cause the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent removal of the Revolving Collateral AgentServicer pursuant to Section 14.08, credit bid under Section 363(k) or cause the liquidation or disposition of the Bankruptcy Code with respect Collateral Loans to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agentoccur, for itself and on behalf of in each case during the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralStandstill Period.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Subject of VEHICLES to Section 3.4private and fleet customers within the DEALER'S LOCALITY, neither and shall develop energetically and satisfactorily the Notes Collateral Agent nor any other Notes Claimholder shallpotentials for such sales and obtain a reasonable share thereof; but the Dealer shall not be limited to the DEALER'S LOCALITY in making sales. To this end, the 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 his sales responsibility for VEHICLES shall be measured by such reasonable criteria as the Company may develop from time to time, including: (1) The Dealer's sales of VEHICLES to private and fleet users located in any Insolvency Proceeding or otherwisethe DEALER'S LOCALITY as a percentage of: (i) all private and all fleet registrations of VEHICLES in the 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, oppose any sale or Disposition of any Revolving Priority Collateral that is supported and (iv) the private and fleet sales objectives for VEHICLES established by the Revolving Collateral AgentCompany for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in VEHICLES in the DEALER'S LOCALITY, and the Notes Collateral Agent and each other Notes Claimholder will following factors shall be deemed used in computing percentages pursuant to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 2(a) (1) above: (i) The Dealer's sales of VEHICLES to users located in the 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 DEALER'S LOCALITY shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to be the Disposition) of any Revolving Priority Collateral under Section 363(f) of total registrations thereof in the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to DEALER'S LOCALITY multiplied by the Revolving Collateral Agent; provided 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 to the extent the Proceeds Dealer actually has made a different number of such Collateral are not applied to reduce Revolving Obligationssales, (ii) The registrations of VEHICLES and COMPETITIVE and INDUSTRY VEHICLES in the DEALER'S LOCALITY against which the 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 Notes Collateral Agent shall retain a Lien on such proceeds total objectives therefor of all authorized Mercury Dealers in accordance with the terms of (and having DEALER'S LOCALITY multiplied by the relative priority set forth in) this AgreementDealer's PERCENT RESPONSIBILITY. (b3) Subject to Section 3.4, neither A comparison of each such percentage with percentages similarly obtained for all other authorized Mercury Dealers combined in the Revolving Collateral Agent nor any other Revolving Claimholder shall, Company's sales zone and district in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that which the Dealer is supported by the Notes Collateral Agentlocated, and where subparagraph 2(a) (2) applies, for all other authorized Mercury Dealers combined in the Revolving Collateral Agent 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 each other Revolving Claimholder will be deemed to have irrevocably, absolutely, authorized Mercury Dealers and unconditionally consented under Section 363, 365, 1129 any special local marketing conditions that might affect the Dealer's sales performance differently from the sales performance of COMPETITIVE or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale INDUSTRY VEHICLE Dealers or other Disposition 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 any Notes Priority Collateral supported by the Notes Collateral Agent leasing 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, daily rental operations and shall be deemed to have consented to any such Disposition (and any motion for bid those utilized in the Company's records or other sale procedures related in reports furnished to the Disposition) of any Notes Priority Collateral under Section 363(f) Company by independent sources selected by it and generally available for such purpose in the automotive industry. In the event such reports of the Bankruptcy Code (registrations and/or sales of INDUSTRY or any other similar provision COMPETITIVE VEHICLES in the DEALER'S LOCALITY are not generally available, the evaluation of any Bankruptcy Law) that has been consented to the Dealer's sales performance shall be based on such registrations and/or sales or purchase data as can be reasonably obtained by the Notes Collateral Agent; provided that Company. The Company will provide to the extent Dealer an evaluation of his performance under this subparagraph 2(a) from time to time as initiated by the proceeds of such Collateral are Company, or not applied to reduce Notes Obligations more than once a month upon 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) written request of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralDealer.

Sales. (a) Subject Each Loan Party recognizes that the Administrative Agent may be unable to Section 3.4effect a public sale of any or all of the Collateral 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, neither among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the Notes Collateral Agent nor distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other Notes Claimholder terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall, in any Insolvency Proceeding or otherwiseto the extent permitted by law, 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 irrevocablybeen made in a commercially reasonable manner. Unless required by applicable Law, absolutely, and unconditionally consented the Administrative Agent shall not be under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions obligation to delay a sale of any Bankruptcy Law, of such Collateral to any sale or other Disposition be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any Revolving Priority Collateral supported by jurisdiction outside the Revolving Collateral Agent and United States or under any applicable federal or state securities laws, even if such issuer would agree 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 assetsdo so. Each Loan Party further agrees to do or cause to be done, 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 that such Loan Party may do so under the Proceeds 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 are not applied or other property to reduce Revolving Obligations, be sold valid and binding and in compliance with any and all Laws at the Notes Collateral Agent shall retain Loan Parties’ expense. Each Loan Party further agrees that 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 breach of any Notes Priority Collateral of the covenants contained in this Section 8.02 will cause irreparable injury to the Administrative Agent and the Lenders for which there is no adequate remedy at law and, as a consequence, agrees that is supported each covenant contained in this Section 8.02 shall be specifically enforceable against such Loan Party, and each Loan Party hereby waives and agrees, to the fullest extent permitted by law, not to assert as a defense against an action for specific performance of such covenants that (i) such Loan Party’s failure to perform such covenants will not cause irreparable injury to the 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 Notes Collateral Agent, Administrative Agent and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 Lenders by reason of a breach of any of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent covenants contained in this Section 8.02 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholdersconsequently, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation if such Loan Party shall breach any of such Disposition)covenants and the Administrative Agent or the Lenders shall ▇▇▇ for damages for such breach, no Notes Claimholder shall, without such Loan Party shall pay to the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Administrative Agent, for itself and on behalf the benefit of the other Revolving ClaimholdersAdministrative Agent and the Lenders, agrees thatas liquidated damages and not as a penalty, so long as an aggregate amount equal to 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 value of the Notes Collateral Agent, credit bid under Section 363(k) or other property to be sold on the date the Administrative Agent (acting at the direction of the Bankruptcy Code Required Lenders) shall demand compliance with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralthis Section 8.02(b).

Sales. (a) Subject to Section 3.4the terms and conditions of this Agreement, neither the Notes Collateral Agent nor any other Notes Claimholder shall, Trust Depositor shall sell and assign to the Trust the Trust Assets from time to time designated and identified for purchase in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported by the Revolving Collateral Agentaccordance 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 Collateral Agent and each other would exceed the Note Purchase Limit or (ii) the aggregate Outstanding Amount for all Classes of Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 would exceed Availability. Upon the payment of the Bankruptcy Code, related Cash Purchase Price (as defined below) for the Initial Purchase or any comparable provisions of any Bankruptcy LawIncremental Purchase, 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 Trust Depositor shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetshave, and shall be deemed hereunder to have consented to any such Disposition (have, irrevocably and any motion for bid or other sale procedures related absolutely sold, assigned, transferred and conveyed to the Disposition) of any Revolving Priority Collateral under Section 363(f) Trust, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Bankruptcy Code (Trust Depositor in and to the Trust Assets relating to such Initial Purchase or any other similar provision Incremental Purchase, as the case may be. The aggregate amount of any Bankruptcy Law) that has been consented to all advances made by the Revolving Collateral Agent; provided that to Noteholders during the extent Purchase Period shall not exceed 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 AgreementNote Purchase Limit. (b) 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 applicable Cutoff Date of the Eligible Receivables to be purchased, multiplied by (ii) the Credit Enhancement Factor(s) in effect on such Purchase Date. 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 satisfaction of the Bankruptcy Codeconditions and on the terms set forth herein, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent and to have released their Liens and interests (which term Trust 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 pay to the Disposition) of any Notes Priority Collateral under Section 363(f) of Trust Depositor the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by Cash Purchase Price for the Notes Collateral Agent; provided that to Purchased Receivable on 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 related Purchase Date in accordance with the terms provisions of (and having SECTION 2.2(B). On 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) date of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral Initial Purchase, on each Incremental Purchase Date and the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceon each Subsequent Transfer Date, the Notes Collateral AgentTrust Depositor shall sell, for itself transfer, assign, set over and on behalf otherwise absolutely convey to the Trust by execution of an Assignment substantially in the other Notes Claimholders, agrees that, so long as the Discharge form of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.EXHIBIT H hereto:

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) Subject to Section 3.4(g) hereof) during a fiscal year of the Principal, neither exceeds 40% of the Notes Collateral Agent nor 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 Notes Claimholder shalldispositions 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 Insolvency Proceeding such sales, transfers or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral dispositions to a Subsidiary that is supported 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 Revolving Collateral Agent, and the Notes Collateral Agent and each other Notes Claimholder Principal will be deemed to 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 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) be 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 Agent and each other Revolving Claimholder will be deemed to 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 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.arm's-length basis; (c) The Notes Claimholders agree that sales, transfers and other dispositions under consideration on the Revolving Claimholders shall have Closing Date or on the right to credit bid date hereof and the 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 Section 363(k) any of the Bankruptcy Code Facility Documents; (e) (i) easements or other similar covenant agreements that relate to and/or benefit the operation of the property of the Principal or any other similar provision of any Bankruptcy Law) with respect to any Disposition Subsidiary, do not materially or adversely affect the use and operation of the Revolving Priority Collateral same and are granted in the Revolving Claimholders agree 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 the Notes Claimholders shall have the right yield Net Cash Proceeds less than or equal to credit bid under Section 363(k) of the Bankruptcy Code US$5,000,000 (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Notes Priority Collateralincluding 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 Claimholders 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 continuance of a Specified Event of Default, shall not be deemed to have agreed to any credit bid by other Claimholders deposited and maintained in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality accounts of the immediately-preceding sentencePrincipal or such Material Subsidiary, the Notes Collateral Agentas applicable, for itself and on behalf subject to a perfected security interest in favour of the other Notes ClaimholdersCollateral Agent and EDC pursuant to the Security Documents. The Principal shall promptly take or cause to be taken all such actions as are necessary to ensure that such perfection is achieved. EDC acknowledges and agrees that any action, agrees thator any request or demand by it to the Collateral Agent to take any action, so long to exercise rights or remedies under the Security Documents to satisfy any obligations owed by the Principal in respect of any Support in respect of which cash collateral has been provided in accordance with this Section 5.11, will be taken, requested or demanded, as applicable, only to the Discharge of Revolving Obligations has extent that such cash collateral does not occurred (or will not occur immediately upon consummation satisfy the amount of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralobligations.

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) Subject The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding time. The power of sale hereunder or otherwise, oppose with respect hereto shall not be exhausted by any sale as to any part 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 parcel of the Bankruptcy CodeMortgaged Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a whole or in part or parcels and, as provided in Section 5.03, the Mortgagor has waived its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Mortgaged Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 for such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning, transferring and delivering all right, title and interest of the Bankruptcy Code 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 Mortgagor hereby irrevocably authorizes and directs any other Person to rely and act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the 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 effectuating the powers granted hereby or any such conveyance, assignment, transfer or delivery by such attorney-in-fact. (d) 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 Secured Obligations due and payable, the request to the Mortgagee to sell, the notice of the 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 similar provision 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. (e) The receipt by the Person conducting any sale of the purchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Bankruptcy LawMortgaged Property sold, and no such purchaser, or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be 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) with respect 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 Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes Claimholders shall have the other right to credit bid or remedy available hereunder or under Section 363(kapplicable law. (i) of the Bankruptcy Code (or Upon any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Notes Priority Collateral; provided that the Claimholders sale, it shall not be deemed necessary for the Person conducting such sale to have agreed to any credit bid Mortgaged Property being sold present or constructively in its possession. (j) If a sale hereunder shall be commenced by other Claimholders 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 connection said suit dismiss the same and sell the Mortgaged Property in accordance with the Disposition provisions of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality this Mortgage. (k) Following any judicial sale of the immediately-preceding sentencereal property covered by the Mortgage, the Notes Collateral Agent, for itself redemption period shall be limited to one (1) month from and on behalf of after the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation date of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateraljudicial sale.

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) Subject The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding time. The power of sale hereunder or otherwise, oppose with respect hereto shall not be exhausted by any sale as to any pan 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 parcel of the Bankruptcy CodeMortgaged Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a whole or in part or parcels and, as provided in Section 5.03, the Mortgagor has waived its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Mortgaged Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 for such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning, Transferring and delivering all right, tide and interest of the Bankruptcy Code 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 Mortgagor hereby irrevocably authorizes and directs any other Person to rely and act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the 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 effectuating the powers granted hereby or any such conveyance, assignment, Transfer or delivery by such attorney-in-fact. (d) 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 Secured Obligations due and payable, the request to the Mortgagee to sell, the notice of the 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 similar provision 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. (e) The receipt by the Person conducting any sale of the purchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Bankruptcy LawMortgaged Property sold, and no such purchaser, or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be 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. (f) with respect 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 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 Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes Claimholders shall have the other right to credit bid or remedy available hereunder or under Section 363(kapplicable law. (i) of the Bankruptcy Code (or Upon any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Notes Priority Collateral; provided that the Claimholders sale, it shall not be deemed necessary for the Person conducting such sale to have agreed to any credit bid Mortgaged Property being sold present or constructively in its possession. (j) If a sale hereunder shall be commenced by other Claimholders 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 connection said suit dismiss tile same and sell the Mortgaged Property in accordance with the Disposition provisions of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralthis Mortgage.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders 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 credit 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 this Agreement or any other Facility Document, even if the Collateral Agent accepts the first bid by other Claimholders 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 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 the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality any liquidation or disposition of the immediately-preceding sentenceCollateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Notes 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, for itself which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on behalf which the Borrower receives notice from the Administrative Agent of the other Notes Claimholdersoccurrence of such Event of Default and termination of the Commitments, agrees thatas applicable, so long as and the Discharge intent of Revolving Obligations 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 not occurred 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 will not occur immediately upon consummation of 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 Disposition), Collateral. The cash purchase price must be received no Notes Claimholder shall, without the prior written consent later than ten (10) Business Days following delivery of the Revolving Exercise Notice. Neither the Collateral Agent, credit bid under Section 363(k) the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Bankruptcy Code with respect to Collateral, including any Disposition of Revolving Priority Collateral right described in Section 6.02(b) or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving AgentSection 7.03, for itself and on behalf or cause the removal of the other Revolving ClaimholdersCollateral Manager pursuant to Section 14.08, agrees that, so long as or cause the Discharge of Notes Obligations has not occurred (liquidation or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without the prior written consent disposition of the Notes Collateral AgentAssets to occur, credit bid under 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 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral6.04(e).

Sales. (a) Subject Each Pledgor recognizes that the Collateral Trustee may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is supported by the Revolving Collateral Agentimpracticable or not commercially reasonable and, and the Notes Collateral Agent and each accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Lawthings, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale or may result in prices and other Disposition of terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that 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 private sale shall be deemed to have consented been made in a commercially reasonable manner. The Collateral Trustee shall be under no obligation to any such Disposition (and any motion for bid or other delay a sale procedures related to the Disposition) of any Revolving Priority Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under Section 363(f) of the Bankruptcy Code (Securities Act, or any other similar provision of any Bankruptcy Law) that has been consented under applicable state securities laws, even if such issuer would agree 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 Agreementdo so. (b) Subject Each Pledgor agrees to Section 3.4, neither the Revolving Collateral Agent nor any use its best efforts to do or cause to be done all such other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any acts as may be necessary to make such sale or Disposition sales of all or any portion of the Pledged Collateral pursuant to this Section 5.3 valid and binding and in compliance with all other applicable Requirements of Law. Each Pledgor further agrees that a breach of any Notes Priority covenant contained in this Section 5.3 will cause irreparable injury to the Collateral Trustee and other Secured Parties, that is supported by the Notes Collateral AgentTrustee 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 5.3 shall be specifically enforceable against such Pledgor, and the Revolving Collateral Agent such Pledgor hereby waives and each other Revolving Claimholder will be deemed agrees not to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or assert any comparable provisions of any Bankruptcy Law, to any sale or 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 defense against an action 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 specific performance of such Collateral are not applied to reduce Notes Obligations covenants except for a defense that no Event of Default has occurred under 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority CollateralIndentures. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.STOCK PLEDGE AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Sales. (ai) Subject Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor recognizes that the Administrative Agent may be unable to Section 3.4effect a public sale of any or all of the Borrower Collateral, neither by reason of certain prohibitions contained in the Notes Collateral Agent nor any other Notes Claimholder shallSecurities Act of 1933, in any Insolvency Proceeding as amended (the “Securities Act”), and applicable state securities laws or otherwise, oppose any sale and may be compelled to resort to one or Disposition more private sales thereof to a restricted group of any Revolving Priority 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 that is supported by the Revolving Collateral AgentManager, and the Notes Collateral Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 on behalf of the Bankruptcy CodeSecured Parties than if such sale were a public sale and, or any comparable provisions of any Bankruptcy Lawnotwithstanding such circumstances, 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 agree that any such Disposition (and any motion for bid or other private 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 Agent and each other Revolving Claimholder will be deemed to 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 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceBorrower 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. (ii) Each of the Borrower Parties, the Notes Collateral AgentManager, for itself and on behalf 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 pursuant to this Section 4(d) valid and binding and in compliance with any and all other Notes Claimholdersrequirements of applicable law. (iii) Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor further agrees thatthat a breach of any of their agreements contained in this Section 4(d) will cause irreparable injury to the Administrative Agent and the Secured Parties, so long as that the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such Disposition)breach and, no Notes Claimholder shallas a consequence, without that each and every agreement contained in this Section 4(d) shall be specifically enforceable against the prior written consent Borrower Parties, the Collateral Manager, and the Preferred Investor, and each of the Revolving Borrower Parties, the Collateral Manager, and the 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 no Event of Default has occurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (iv) 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, credit bid under 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 363(k4(a)(2) of the Bankruptcy Code Securities Act. The UCC permits the Borrower Parties to agree on the standards for determining whether the Secured Party has complied with respect its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Parties, the Collateral Manager, and the Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to any Disposition Secured Party’s purchase of Revolving Priority 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 the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the 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 (3) shall be considered to be commercially reasonable notwithstanding that the Secured Party purchases the Borrower Collateral at such a sale. (v) Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor agrees that the 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 Administrative Agent pursuant to this Agreement. The Administrative Agent may, in 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 Preferred Investor hereby agrees that the 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 Disposition consisting part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of both Notes Priority the Borrower Collateral and Revolving Priority Collateralis or may be of one or more types that threaten to decline speedily in value. The Revolving AgentBorrower Parties, for itself the Collateral Manager, and on behalf the Preferred Investor hereby waive any claims against the Administrative Agent arising by reason of the other Revolving Claimholdersfact 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 Parties’ obligations under the Agreement, even if the 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 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 Preferred Investor hereby agrees thatthat any foreclosure sale conducted in accordance with the following provisions (including, so long as without limitation, Section 4(d)(vi) below) shall be considered a commercially reasonable sale, and each of the Discharge Borrower Parties, the Collateral Manager, and the Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (1) the Administrative Agent conducts such foreclosure sale in the State of Notes Obligations has New York; (2) such foreclosure sale is conducted in accordance with the laws of the State of New York; and (3) not occurred (or will more than thirty days before, and not occur immediately upon consummation less than three Business Days in advance of such Dispositionforeclosure sale, the Administrative Agent notifies the Borrower, the Collateral Manager, and the Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (vi) Notwithstanding anything in this Section to the contrary, (i) the Administrative Agent shall give not less than two (2) Business Days prior written notice to the Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (ii) the Collateral Manager and/or the Preferred Investor may, but is not required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (i) provided that the 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 Borrower Collateral, in each case, its sole discretion, and (iii), no Revolving Claimholder shallto the extent any Borrower Collateral is to be disposed of in a public sale, without the prior written consent 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 Notes Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to bid on each such item of Borrower Collateral Agentbeing sold, credit bid under Section 363(k) of transferred or otherwise disposed of, subject to the Bankruptcy Code with respect same terms and conditions applicable to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralall other participants in such auction.

Sales. (ai) Subject Each of the Borrower, the Collateral Manager, and the Preferred Investor recognizes that the Administrative Agent may be unable to Section 3.4effect a public sale of any or all of the Borrower Collateral, neither by reason of certain prohibitions contained in the Notes Collateral Agent nor any other Notes Claimholder shallSecurities Act of 1933, in any Insolvency Proceeding as amended (the “Securities Act”), and applicable state securities laws or otherwise, oppose any sale and may be compelled to resort to one or Disposition more private sales thereof to a restricted group of any Revolving Priority 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, the Collateral that is supported by the Revolving Collateral AgentManager, and the Notes Collateral Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 on behalf of the Bankruptcy CodeSecured Parties than if such sale were a public sale and, or any comparable provisions of any Bankruptcy Lawnotwithstanding such circumstances, 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 agree that any such Disposition (and any motion for bid or other private 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 Agent and each other Revolving Claimholder will be deemed to 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 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentenceBorrower 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. (ii) Each of the Borrower, the Notes Collateral AgentManager, for itself and on behalf 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 pursuant to this Section 4(d) valid and binding and in compliance with any and all other Notes Claimholdersrequirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and the Preferred Investor further agrees thatthat a breach of any of their covenants contained in Section 4(d) will cause irreparable injury to the Administrative Agent and the Secured Parties, so long as that the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such Disposition)breach and, no Notes Claimholder shallas a consequence, without that each and every covenant contained in Section 4(d) shall be specifically enforceable against the prior written consent Borrower, the Collateral Manager, and the Preferred Investor, and each of the Revolving Borrower, the Collateral Manager, and the 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 no Event of Default has occurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (iv) 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, credit bid under 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 363(k4(a)(2) of the Bankruptcy Code Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with respect its obligations under Article 9 of the Code. Pursuant to the UCC, each of the Borrower, the Collateral Manager, and the Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to any Disposition Secured Party’s purchase of Revolving Priority 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 the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the 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 (3) shall be considered to be commercially reasonable notwithstanding that the Secured Party purchases the Borrower Collateral at such a sale. (v) Each of the Borrower, the Collateral Manager, and the Preferred Investor agrees that the 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 Administrative Agent pursuant to this Agreement. The Administrative Agent may, in 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, the Collateral Manager, and the Preferred Investor hereby agrees that the 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 Disposition consisting part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of both Notes Priority the Borrower Collateral and Revolving Priority Collateralis or may be of one or more types that threaten to decline speedily in value. The Revolving AgentBorrower, for itself the Collateral Manager, and on behalf the Preferred Investor hereby waive any claims against the Administrative Agent arising by reason of the other Revolving Claimholdersfact 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 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 Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower, the Collateral Manager, and the Preferred Investor hereby agrees thatthat any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, so long as and each of the Discharge Borrower, the Collateral Manager, and the Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (1) the Administrative Agent conducts such foreclosure sale in the State of Notes Obligations has New York; (2) such foreclosure sale is conducted in accordance with the laws of the State of New York; and (3) not occurred (or will more than thirty days before, and not occur immediately upon consummation less than three Business Days in advance of such Dispositionforeclosure sale, the Administrative Agent notifies the Borrower, the Collateral Manager, and the Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (vi) Notwithstanding anything in this Section to the contrary, (i) the Administrative Agent shall give not less than (2) Business Days prior written notice to the Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (ii) the Collateral Manager and/or the Preferred Investor may, but is not required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (i) provided that the 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 Borrower Collateral, in each case, its sole discretion, and (iii), no Revolving Claimholder shallto the extent any Borrower Collateral is to be disposed of in a public sale, without the prior written consent 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 Notes Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to bid on each such item of Borrower Collateral Agentbeing sold, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral transferred or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralotherwise disposed of.

Sales. (a) Subject Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any effect a public sale or Disposition of any Revolving Priority or all of the Collateral that is supported by and may be compelled to resort to one or more private sales thereof. Each of the Revolving Collateral Agent, Borrower and the Notes Collateral Agent Manager acknowledges and each other Notes Claimholder will be deemed to 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 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 agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed 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 credit bid by other Claimholders defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in connection 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 Disposition 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 consisting at such a sale. (d) Each of both Notes Priority 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 (provided that, at the time of acceptance, such bid is the highest Eligible Bid received), or decide to approach or not approach any potential purchasers. Each of the Borrower and Revolving Priority 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 (provided that, at the time of acceptance, such bid is the highest Eligible Bid received) and does not offer any Collateral to more than one bidder. Without in any way limiting the generality Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the immediately-preceding sentenceBorrower 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 Laws of the State of New York (in each case, unless the Borrower or the Collateral Manager has objected in writing to the form or circumstances of such sale on or prior to the date thereof on the basis that such form or circumstances is not commercially reasonable, the Notes Borrower or the Collateral AgentManager has not received notification of such foreclosure sale as provided in clause (e) of this Section, for itself and on behalf or the Collateral Agent fails to accept the highest Eligible Bid received at the time of such acceptance). All sales conducted by the Collateral Agent pursuant to this Section 6.04(d) shall be at the direction of the other Notes ClaimholdersAdministrative Agent. (e) Not more than thirty days before, agrees thatand not less than ten (10) days in advance of a foreclosure sale, so long as the Discharge Collateral Agent (at the direction of Revolving Obligations has not occurred (or will not occur immediately upon consummation the Administrative Agent) shall notify the Borrower and the Collateral Manager at the address set forth herein of the time and place of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralforeclosure sale.

Sales. Lender shall consent to (ax) Subject to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding one 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 more Transfers of the Bankruptcy CodeProperty in its entirety, or (y) one or more Transfers of direct or indirect interests in the Borrower for which consent is required under this Section 2.9 (any comparable provisions of any Bankruptcy Lawsuch hereinafter, a “Sale”) to any sale person 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 entity provided that, for purposes of Section 363(f) each Sale, each of the Bankruptcy Codefollowing terms and conditions are satisfied: (1) on such assets, No Default and shall be deemed to have consented to no Event of Default is then continuing hereunder or under 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 other Loan Documents; (or any other similar provision 2) Borrower gives Lender written notice 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 such prospective Sale not less than sixty (and having 60) days before the relative priority set forth in) this Agreement. (b) Subject date on which such Sale is scheduled to Section 3.4close and, neither concurrently therewith, gives Lender all such information concerning 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 proposed transferee of the Bankruptcy Code, Property or any comparable provisions of any Bankruptcy Law, to any sale or 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) proposed owner of the Bankruptcy Codedirect or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) on such assets, as Lender would require in evaluating an initial extension of credit to a borrower and shall be deemed pays to have consented to any such Disposition (and any motion for bid or other sale procedures related to Lender a non-refundable application fee in the Disposition) amount 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 $5,000. Lender shall have the right to credit bid under Section 363(k) approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the Bankruptcy Code (or any other proposed Buyer, Lender shall consider the Buyer’s experience and track record in owning and operating facilities similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral Property, the Buyer’s financial strength, the Buyer’s general business standing and the Revolving Claimholders agree that Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the Notes Claimholders foregoing factors in determining whether to give or withhold such approval, such approval shall have be given or withheld based on what Lender determines to be commercially reasonable in Lender’s sole discretion and, if given, may be given subject to such conditions as Lender may deem appropriate; (3) Borrower pays Lender, concurrently with the right closing of such Sale, a non-refundable assumption fee in an amount equal 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and Rating Agency fees, incurred by other Claimholders Lender in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality Sale, plus an amount equal to one percent (1.0%) of the immediately-preceding sentencethen outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Notes Collateral AgentBuyer 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 itself 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 on behalf 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 require; (5) A party associated with the Buyer approved by Lender in its sole discretion assumes the obligations of the current Indemnitor under its guaranty or indemnity agreement and environmental indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Lender, a substitution agreement or a new guaranty or indemnity agreement or environmental indemnity agreement in form and substance satisfactory to Lender and delivers such legal opinions as Lender may require; (6) Borrower and the Buyer execute, without any 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 time of the 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 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 other Notes ClaimholdersLoan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, agrees thatwhether 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 Sale of the 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 long as to relieve any current Indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the Discharge closing of Revolving Obligations 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 Property in its entirety, each such current Indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the Loan secured hereby 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; (11) 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 Sale is a Transfer of the Property in 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 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 event the Secondary Market Transaction has not occurred yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (or 13) The applicable transfer will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without result in an increase in the prior written consent real property taxes for the Premises and Improvements that would cause the debt service coverage ratio of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code Debt with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf the immediately succeeding twelve (12) month period to be less than the debt service coverage ratio of the other Revolving ClaimholdersDebt for the twelve (12) month period immediately preceding such transfer, agrees that, so long in each case 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateraldetermined by Lender.

Sales. (a) Subject to Section 3.4Each of the Borrower, 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 AgentManager, and the Notes Collateral Equityholder recognizes that an Agent and each other Notes Claimholder will may be deemed unable to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 effect a public sale of any or 1141 all of the Bankruptcy Code, Collateral and may be compelled to resort to one 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) more private sales thereof. Each of the Bankruptcy Code) on such assetsBorrower, the Collateral Manager and shall be deemed to have consented to the Equityholder acknowledges and agrees that any such Disposition (private sale may result in prices and any motion for bid or other terms less favorable than if such 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) were a public sale and, notwithstanding such circumstances, agree 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 Agent and each other Revolving Claimholder will be deemed to 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 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 private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the 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, the Collateral Manager, and the Equityholder, and each of the Borrower, the Collateral Manager and the Equityholder hereby waives and agrees not to assert any credit bid by other Claimholders defenses against an action for specific performance of such covenants. (c) Pursuant to the UCC, each of the 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 connection conformity with the Disposition 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 consisting at such a sale. (d) Each of both Notes Priority the Borrower, the Collateral Manager and Revolving Priority 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, in 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, 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 manner 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, 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 generality Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the immediately-preceding sentenceBorrower, the Notes Collateral AgentManager and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, for itself and on behalf each of the other Notes ClaimholdersBorrower, agrees that, so long as the Discharge of Revolving Obligations has not occurred 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 will 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 (e) not occur immediately upon consummation more than thirty days before, and not less than two Business Days in advance of such Disposition)foreclosure sale, no Notes Claimholder shallthe Collateral Agent notifies the Borrower, without the prior written consent Collateral Manager and the Equityholder at the address set forth herein of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral time and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation place of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralforeclosure sale.

Sales. (a) Subject Each Loan Party recognizes that the Agent may be unable to Section 3.4effect a public sale of any or all of the Collateral 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, neither among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the Notes Collateral Agent nor distribution or resale thereof. Each Loan Party acknowledges and agrees that any such private sale may result in prices and other Notes Claimholder terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall, in any Insolvency Proceeding or otherwiseto the extent permitted by law, 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 irrevocablybeen made in a commercially reasonable manner. Unless required by a Requirement of Law, absolutely, and unconditionally consented the Agent shall not be under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions obligation to delay a sale of any Bankruptcy Law, of such Collateral to any sale or other Disposition be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any Revolving Priority Collateral supported by jurisdiction outside the Revolving Collateral Agent and United States or under any applicable federal or state securities laws, even if such issuer would agree 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 assetsdo so. Each Loan Party further agrees to do or cause to be done, 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 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 are not applied or other property to reduce Revolving Obligations, be sold valid and binding and in compliance with any and all Requirements of Law at the Notes Collateral Agent shall retain Loan Parties’ expense. Each Loan Party further agrees that 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 breach of any Notes Priority Collateral of the covenants contained in this Section 11-2 will cause irreparable injury to the Agent and the Lenders for which there is no adequate remedy at law and, as a consequence, agrees that is supported each covenant contained in this Section 11-2 shall be specifically enforceable against such Loan Party, and each Loan Party hereby waives and agrees, to the fullest extent permitted by law, not to assert as a defense against an action for specific performance of such covenants that (i) such Loan Party’s failure to perform such covenants will not cause irreparable injury to the 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 Notes Collateral Agent, Agent and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 Lenders by reason of a breach of any of the Bankruptcy Codecovenants contained in this Section 11-2 and, or any comparable provisions of any Bankruptcy Law, to any sale or 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholdersconsequently, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation if such Loan Party shall breach any of such Disposition)covenants and the Agent or the Lenders shall ▇▇▇ for damages for such breach, no Notes Claimholder shall, without such Loan Party shall pay to the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf the benefit of the other Revolving ClaimholdersAgent and the Lenders, agrees thatas liquidated damages and not as a penalty, so long as an aggregate amount equal to 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 value of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralother property to be sold on the date the Agent shall demand compliance with this Section 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) Subject The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose time. The power of sale hereunder shall not be exhausted by any sale as to any part 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 parcel of the Bankruptcy CodeMortgaged Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Secured Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a whole or in part or parcels and as provided in Section 5.03, the Mortgagor has thereby waived its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Mortgaged Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 for such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that After each sale, the Revolving Claimholders Person conducting such sale shall have execute and deliver to the right to credit bid under Section 363(k) purchaser or purchasers at such sale a good and sufficient instrument or instruments granting, conveying, assigning and transferring all right, title and interest of the Bankruptcy Code 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 Mortgagor hereby irrevocably authorizes and directs any other Person to rely and act upon the foregoing appointment and a certificate of the Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the 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 effectuating the powers granted hereby or any such conveyance, assignment, transfer or delivery by such attorney-in-fact. (d) 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 Secured Obligations due and payable, the request to the Mortgagee to sell, the notice of the 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 similar provision of any Bankruptcy Law) with respect to any Disposition such Person, shall be taken as conclusive and binding against all other Persons as evidence of the Revolving Priority Collateral 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 Revolving Claimholders agree that conduct of such sale, but in the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself name and on behalf of the other Notes ClaimholdersPerson conducting such sale. (e) The receipt by the Person conducting any sale of the purchase money paid at such sale shall be sufficient discharge therefor to any purchaser of any Mortgaged Property sold, agrees thatand no such purchaser, so long as or its representatives, grantees or assigns, after paying such purchase price and receiving such receipt, shall be bound to see to the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation application of such Disposition)purchase price or any part thereof upon or for any trust or purpose of this Mortgage or, no Notes Claimholder shallin any manner whatsoever, without be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the prior written consent 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 Revolving Collateral Agentestate, 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 exercise by the Mortgagee of the Mortgagee’s remedies under Section 363(k5.02(a)(v) or after any sale of the Bankruptcy Code with respect 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 Disposition of Revolving Priority Collateral other right or remedy available hereunder or under Applicable Law. (i) Upon any Disposition consisting of both Notes Priority Collateral 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 Revolving Priority Collateral. The Revolving Agent, may institute suit for itself and on behalf the collection of the other Revolving Claimholders, agrees that, so long as Secured Obligations or for the Discharge foreclosure of Notes Obligations has not occurred (this Mortgage; or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without if the prior written consent Mortgagee should institute a suit for collection of the Notes Collateral AgentSecured Obligations or the foreclosure of this Mortgage, credit bid under Section 363(k) the Mortgagee may at any time before the entry of final judgment in said suit dismiss the Bankruptcy Code same and sell the Mortgaged Property in accordance with respect to any Disposition the provisions of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralthis Mortgage.

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) Subject to Section 3.4sales, 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, transfers 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 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 dispositions of (i) Inventory in the ordinary course of business and having (ii) used, obsolete, worn out or surplus equipment or property in the relative priority set forth in) this Agreement.ordinary course of business; (b) Subject sales, transfers and dispositions of assets to Section 3.4the Borrower or any Subsidiary, neither the Revolving Collateral Agent nor provided that any other Revolving Claimholder shallsuch sales, in any Insolvency Proceeding transfers or otherwise, oppose any sale or Disposition of any Notes Priority Collateral dispositions involving a Subsidiary that is supported by 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 Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 satisfaction of the Bankruptcy CodePayment Condition on a pro forma basis after giving effect to such sale, transfer or any comparable provisions of any Bankruptcy Law, to any sale or 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.disposition; (c) The Notes Claimholders agree that the Revolving Claimholders shall have the right to credit bid under Section 363(k) sales, transfers and dispositions of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders Accounts in connection with the Disposition compromise, settlement or collection thereof; (d) sales, transfers and dispositions of Collateral consisting Permitted Investments and other investments permitted by clauses (j) and (k) of both Notes Priority Collateral Section 6.04; (e) Sale and Revolving Priority Collateral. Without limiting the generality 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 immediately-preceding sentenceBorrower or any Subsidiary; (g) licenses, sublicenses, leases and subleases, in each case, in the Notes Collateral Agent, for itself ordinary course of business and on behalf which do not materially interfere with the business of the other Notes Claimholders, agrees that, Borrower and the Subsidiaries; (h) sales of Equity Interests of the Borrower so long as no Change in Control results therefrom; and (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 Discharge aggregate net book value of Revolving Obligations has all assets sold, transferred or otherwise disposed of in reliance upon this clause (i) shall not occurred exceed $5,000,000 (or will not occur immediately upon consummation such greater amount as the Administrative Agent may agree in its Permitted Discretion) during any fiscal year of such Dispositionthe Borrower; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k(c) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, (f) above) shall be made for itself fair value and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralfor at least 75% cash consideration.

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) Subject to Section 3.4(g) hereof) during a fiscal year of the Principal, neither exceeds 40% of the Notes Collateral Agent nor 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 Notes Claimholder shalldispositions in 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 (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 Insolvency Proceeding such sales, transfers or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral dispositions to a Subsidiary that is supported 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 Revolving Collateral Agent, and the Notes Collateral Agent and each other Notes Claimholder Principal will be deemed to 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 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) be 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 Agent and each other Revolving Claimholder will be deemed to 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 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.arm’s-length basis; (c) The Notes Claimholders agree that sales, transfers and other dispositions under consideration on the Revolving Claimholders shall have date hereof and the right to credit bid possibility of which was disclosed in the Disclosure Schedule; (d) sales of accounts receivable or rights in respect thereof, not otherwise prohibited under Section 363(k) any of the Bankruptcy Code Facility Documents; (e) (i) easements or other similar covenant agreements that relate to and/or benefit the operation of the property of the Principal or any other similar provision of any Bankruptcy Law) with respect to any Disposition Subsidiary, do not materially or adversely affect the use and operation of the Revolving Priority Collateral same and are granted in the Revolving Claimholders agree 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 the Notes Claimholders shall have the right yield Net Cash Proceeds less than or equal to credit bid under Section 363(k) of the Bankruptcy Code US$5,000,000 (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Notes Priority Collateralincluding 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 Claimholders 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 continuance of a Specified Event of Default, shall not be deemed to have agreed to any credit bid by other Claimholders deposited and maintained in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality accounts of the immediately-preceding sentencePrincipal or such Material Subsidiary, the Notes Collateral Agentas applicable, for itself subject to a perfected security interest in favour of EDC in form and on behalf of the other Notes Claimholderssubstance satisfactory to EDC, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralacting reasonably. The Revolving Agent, for itself and on behalf of the other Revolving Claimholders, agrees that, so long Principal shall promptly take or cause to be taken all such actions as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of are necessary to ensure that such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralperfection is achieved.

Sales. Lender shall consent to (ax) Subject to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding one 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 more Transfers of the Bankruptcy CodeProperty in its entirety, or (y) one or more Transfers of direct or indirect interests in the Borrower for which consent is required under this Section 2.9 (any comparable provisions of any Bankruptcy Lawsuch hereinafter, a “Sale”) to any sale person 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 entity provided that, for purposes of Section 363(f) each Sale, each of the Bankruptcy Codefollowing terms and conditions are satisfied: (1) on such assets, No Default and shall be deemed to have consented to no Event of Default is then continuing hereunder or under 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 other Loan Documents; (or any other similar provision 2) Borrower gives Lender written notice 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 such prospective Sale not less than sixty (and having 60) days before the relative priority set forth in) this Agreement. (b) Subject date on which such Sale is scheduled to Section 3.4close and, neither concurrently therewith, gives Lender all such information concerning 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 proposed transferee of the Bankruptcy Code, Property or any comparable provisions of any Bankruptcy Law, to any sale or 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) proposed owner of the Bankruptcy Codedirect or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) on such assets, as Lender would require in evaluating an initial extension of credit to a borrower and shall be deemed pays to have consented to any such Disposition (and any motion for bid or other sale procedures related to Lender a non-refundable application fee in the Disposition) amount 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 $5,000. Lender shall have the right to credit bid under Section 363(k) approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the Bankruptcy Code (or any other proposed Buyer, Lender shall consider the Buyer’s experience and track record in owning and operating facilities similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral Property, the Buyer’s financial strength, the Buyer’s general business standing and the Revolving Claimholders agree that Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the Notes Claimholders foregoing factors in determining whether to give or withhold such approval, such approval shall have be given or withheld based on what Lender determines to be commercially reasonable in Lender’s sole discretion and, if given, may be given subject to such conditions as Lender may deem appropriate; (3) Borrower pays Lender, concurrently with the right closing of such Sale, a non-refundable assumption fee in an amount equal 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and Rating Agency fees, incurred by other Claimholders Lender in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality Sale, plus an amount equal to one percent (1.0%) of the immediately-preceding sentencethen outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Notes Collateral AgentBuyer 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 itself 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 on behalf 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 require; (5) A party associated with the Buyer approved by Lender in its sole discretion assumes the obligations of the current Indemnitor under its guaranty or indemnity agreement and environmental indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Lender, a substitution agreement or a new guaranty or indemnity agreement or environmental indemnity agreement in form and substance satisfactory to Lender and delivers such legal opinions as Lender may require; (6) Borrower and the Buyer execute, without any 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 time of the 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 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 other Notes ClaimholdersLoan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, agrees thatwhether 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 Sale of the 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 long as to relieve any current Indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the Discharge closing of Revolving Obligations 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 Property in its entirety, each such current Indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the Loan secured hereby 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; (11) 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 Sale is a Transfer of the Property in 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 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 event the Secondary Market Transaction has not occurred yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (or 13) The applicable transfer will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without result in an increase in the prior written consent real property taxes for the Premises and Improvements that would cause the debt service coverage ratio of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code Debt with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf the immediately succeeding twelve (12) month period to be less than the debt service coverage ratio of the other Revolving ClaimholdersDebt for the twelve (12) month period immediately preceding such transfer, agrees that, so long in each case 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateraldetermined by Lender.

Sales. (a) Subject to Section 3.43.43.5, 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 AgentAgentLender, 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 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 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 AgentAgentLender; 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 3.43.43.5, neither the Revolving Collateral Agent 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 Agent AgentLender and each other Revolving Claimholder will be deemed to 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 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 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral AgentAgentLender, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Subject of CARS and TRUCKS to Section 3.4private and fleet customers within the DEALER'S LOCALITY, neither and shall develop energetically and satisfactorily the Notes Collateral Agent nor any other Notes Claimholder shallpotentials for such sales and obtain a reasonable share thereof; but the Dealer shall not be limited to the DEALER'S LOCALITY in making sales. To this end, the 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 of the Company's advertising and sales promotion programs relating to VEHICLES. The Dealer's performance of his sales responsibility for CARS shall be measured by such reasonable criteria as the Company may develop from time to time, including: (1) Dealer's sales of CARS to private and fleet users located in any Insolvency Proceeding or otherwisethe DEALER'S LOCALITY as a percentage of: (i) all private and all fleet registrations of CARS in the 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, oppose any sale or Disposition of any Revolving Priority Collateral that is supported and (iv) the private and fleet sales objectives for CARS established by the Revolving Collateral AgentCompany for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in CARS in the DEALER'S LOCALITY, and the Notes Collateral Agent and each other Notes Claimholder will following factors shall be deemed used in computing percentages pursuant to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the 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 DEALER'S LOCALITY shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to be the Disposition) of any Revolving Priority Collateral under Section 363(f) of total registrations thereof in the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to DEALER's LOCALITY multiplied by the Revolving Collateral Agent; provided 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 to the extent the Proceeds Dealer actually has made a different number of such Collateral are not applied to reduce Revolving Obligationssales, (ii) The registrations of CARS and COMPETITIVE and INDUSTRY CARS in the DEALER'S LOCALITY against which the 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 Notes Collateral Agent shall retain a Lien on such proceeds total objectives therefor of all authorized Ford dealers in accordance with the terms of (and having DEALER'S LOCALITY multiplied by the relative priority set forth in) this AgreementDealer's PERCENT RESPONSIBILITY. (b3) Subject to Section 3.4, neither A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the Revolving Collateral Agent nor any other Revolving Claimholder shall, Company's sales zone and district in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that which the Dealer is supported by the Notes Collateral Agentlocated, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to 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 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(fwhere subparagraph 2(a)(2) 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agentapplies, for itself and on behalf of all other authorized Ford dealers combined in the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralDEALER'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) Subject Mortgagee or the court officer (as the case may be as the Person conducting any sale) may conduct any number of sales as Mortgagee may direct from time to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding time. The power of sale hereunder or otherwise, oppose with respect hereto shall not be exhausted by any sale as to any part 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 parcel of the Bankruptcy CodeSubject Property which is not sold, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by unless and until the Revolving Collateral Agent and to have released their Liens and interests (which term Obligations shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assetsbeen paid in full, and shall not be deemed exhausted or impaired by any sale which is not completed or is defective. A sale may be as a whole or in part or parcels and Mortgagor hereby waives its right to have consented to any such Disposition (and any motion for bid or other sale procedures related to direct the Disposition) of any Revolving Priority Collateral under Section 363(f) of order in which the Bankruptcy Code (Subject Property 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 Agreementpart or parcel thereof is sold. (b) Subject to Section 3.4, neither Any sale may be postponed or adjourned by public announcement at the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any time and place appointed for such sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 such postponed or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any adjourned sale or 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 Agreementwithout further notice. (c) The Notes Claimholders agree that Any statement of fact or other recital made in any instrument given by the Revolving Claimholders shall have Person conducting any sale as to the right to credit bid under Section 363(k) nonpayment of any Obligation, the existence of an Event of Default, the amount of the Bankruptcy Code (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 similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (act or thing having been duly done or not done by Mortgagor, Mortgagee, or any other similar provision Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. (d) Any sale shall operate to divest all of the 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 Secured Parties to credit against the Obligations, including the expenses of the sale and the cost of any Bankruptcy Lawenforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (f) with respect 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 Disposition of the Notes Priority Collateral; provided that the Claimholders other right or remedy available, hereunder or under applicable law. (g) Upon any sale, it shall not be deemed necessary for the Person conducting such sale to have agreed to any credit bid 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 other Claimholders Mortgagee, Mortgagee may at any time before the sale abandon the sale, and may institute suit for the collection of the Obligations or for the foreclosure of this Leasehold Mortgage; or in connection the event that Mortgagee should institute a suit for collection of the Obligations or the foreclosure of this Leasehold Mortgage, Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and sell the Subject Property in accordance with the Disposition provisions of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralthis Leasehold Mortgage.

Sales. (a) Subject to Section 3.4To the extent permitted by Applicable Law, neither each Trustor waives all claims, damages and demands it may acquire against the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition Beneficiary arising out of the exercise by them 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 rights hereunder. If any notice of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any a proposed sale or other Disposition disposition of any Revolving Priority Collateral supported Encumbered Property shall be required 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 law, such assets, and notice shall be deemed to have consented to any reasonable and proper if given at least ten (10) days before 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 Agent and each other Revolving Claimholder will be deemed to 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 other Disposition disposition. Each Trustor recognizes that the Beneficiary may be unable to effect a public sale of any Notes Priority Collateral supported by or all the Notes Collateral Agent Encumbered Property and may be compelled to have released their Liens resort to one or more private sales thereof. Each Trustor also acknowledges that any private sale may result in prices and interests (which term shall have other terms less favorable to the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on seller than if such assetssale were a public sale and, and shall be deemed to have consented to notwithstanding such circumstances, agrees that any such Disposition (and any motion for bid or other private 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 the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed been made in a commercially unreasonable manner solely by virtue of such sale being private and each Trustor waives, to the extent permitted by Applicable Law, any credit bid claims against Beneficiary and the Secured Parties arising by other Claimholders reason of the fact that the price at which the 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 Secured Obligations, even if Beneficiary accepts the first offer received and does not offer the Encumbered Property to more than one offeree; provided that such private sale is conducted in accordance with this Instrument. Each Trustor hereby agrees that in respect of any sale of any of the Encumbered Property pursuant to the terms hereof, the Beneficiary is hereby authorized to comply with any limitation or restriction in connection with the Disposition such sale as it may be advised by counsel is necessary in order to avoid any violation of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality Applicable Law, or in order to obtain any required approval of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf sale or of the other Notes Claimholderspurchaser by any Governmental Agency, and each Trustor further agrees thatthat such compliance shall not, so long as the Discharge in and of Revolving Obligations has itself, result in such sale being considered or deemed not occurred (to have been made in a commercially reasonable manner, nor shall Beneficiary be liable or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent accountable to any Trustor for any discount allowed by reason of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code fact that such Encumbered Property is sold in compliance with respect to any Disposition of Revolving Priority Collateral such limitation or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateralrestriction.

Sales. Lender shall consent to (ax) Subject to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding one 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 more Transfers of the Bankruptcy CodeProperty in its entirety, or (y) one or more Transfers of direct or indirect interests in the Borrower for which consent is required under this Section 2.9 (any comparable provisions of any Bankruptcy Lawsuch hereinafter, a “Sale”) to any sale person 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 entity provided that, for purposes of Section 363(f) each Sale, each of the Bankruptcy Codefollowing terms and conditions are satisfied: (1) on such assets, No Default and shall be deemed to have consented to no Event of Default is then continuing hereunder or under 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 other Loan Documents; (or any other similar provision 2) Borrower gives Lender written notice 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 such prospective Sale not less than sixty (and having 60) days before the relative priority set forth in) this Agreement. (b) Subject date on which such Sale is scheduled to Section 3.4close and, neither concurrently therewith, gives Lender all such information concerning 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 Agent and each other Revolving Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 proposed transferee of the Bankruptcy Code, Property or any comparable provisions of any Bankruptcy Law, to any sale or 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) proposed owner of the Bankruptcy Codedirect or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) on such assets, as Lender would require in evaluating an initial extension of credit to a borrower and shall be deemed pays to have consented to any such Disposition (and any motion for bid or other sale procedures related to Lender a non-refundable application fee in the Disposition) amount 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 $5,000. Lender shall have the right to credit bid under Section 363(k) approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the Bankruptcy Code (or any other proposed Buyer, Lender shall consider the Buyer’s experience and track record in owning and operating facilities similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral Property, the Buyer’s financial strength, the Buyer’s general business standing and the Revolving Claimholders agree that Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the Notes Claimholders foregoing factors in determining whether to give or withhold such approval, such approval shall have be given or withheld based on what Lender determines to be commercially reasonable in Lender’s sole discretion and, if given, may be given subject to such conditions as Lender may deem appropriate; (3) Borrower pays Lender, concurrently with the right closing of such Sale, a non-refundable assumption fee in an amount equal 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and Rating Agency fees, incurred by other Claimholders Lender in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality Sale, plus an amount equal to one percent (1.0%) of the immediately-preceding sentencethen outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Notes Collateral AgentBuyer 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 itself 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 on behalf 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 require; (5) A party associated with the Buyer approved by Lender in its sole discretion assumes the obligations of the current Indemnitor under its guaranty or indemnity agreement and environmental indemnity agreement and such party associated with the Buyer executes, without any cost or expense to Lender, a substitution agreement or a new guaranty or indemnity agreement or environmental indemnity agreement in form and substance satisfactory to Lender and delivers such legal opinions as Lender may require; (6) Borrower and the Buyer execute, without any 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 time of the 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 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 other Notes ClaimholdersLoan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such Sale, agrees thatwhether 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 Sale of the 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 long as to relieve any current Indemnitor of its obligations under any guaranty or indemnity agreement for any acts or events occurring or obligations arising prior to or simultaneously with the Discharge closing of Revolving Obligations 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 Property in its entirety, each such current Indemnitor shall be released from and relieved of any of its obligations under any guaranty or indemnity agreement executed in connection with the Loan secured hereby 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; (11) 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 Sale is a Transfer of the Property in 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 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 event the Secondary Market Transaction has not occurred yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (or 13) The applicable transfer will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without result in an increase in the prior written consent real property taxes for the Premises and Improvements that would cause the debt service coverage ratio of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code Debt with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf the immediately succeeding twelve (12) month period to be less than the debt service coverage ratio of the other Revolving ClaimholdersDebt for the twelve (12) month period immediately preceding such transfer, agrees that, so long in each case 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateraldetermined by Lender.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Subject of CARS and TRUCKS to Section 3.4private and fleet customers within the DEALER'S LOCALITY, neither and shall develop energetically and satisfactorily the Notes Collateral Agent nor any other Notes Claimholder shallpotentials for such sales and obtain a reasonable share thereof; but the Dealer shall not be limited to the DEALER'S LOCALITY in making sales. To this end, the 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 of the Company's advertising and sales promotion programs relating to VEHICLES. The Dealer's performance of his sales responsibility for CARS shall be measured by such reasonable criteria as the Company may develop from time to time, including: (1) Dealer's sales of CARS to private and fleet users located in any Insolvency Proceeding or otherwisethe DEALER'S LOCALITY as a percentage of: (i) all private and all fleet registrations of CARS in the 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, oppose any sale or Disposition of any Revolving Priority Collateral that is supported and (iv) the private and fleet sales objectives for CARS established by the Revolving Collateral AgentCompany for the Dealer from time to time. (2) If the Dealer is not the only authorized dealer in CARS in the DEALER'S LOCALITY, and the Notes Collateral Agent and each other Notes Claimholder will following factors shall be deemed used in computing percentages pursuant to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the 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 DEALER'S LOCALITY shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to be the Disposition) of any Revolving Priority Collateral under Section 363(f) of total registrations thereof in the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to DEALER'S LOCALITY multiplied by the Revolving Collateral Agent; provided 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 to the extent the Proceeds Dealer actually has made a different number of such Collateral are not applied to reduce Revolving Obligationssales, (ii) The registrations of CARS and COMPETITIVE and INDUSTRY CARS in the DEALER'S LOCALITY against which the 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 Notes Collateral Agent shall retain a Lien on such proceeds total objectives therefor of all authorized Ford dealers in accordance with the terms of (and having DEALER'S LOCALITY multiplied by the relative priority set forth in) this AgreementDealer's PERCENT RESPONSIBILITY. (b3) Subject to Section 3.4, neither A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the Revolving Collateral Agent nor any other Revolving Claimholder shall, Company's sales zone and district in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that which the Dealer is supported by the Notes Collateral Agentlocated, and where subparagraph 2(a)(2) applies, for all other authorized Ford dealers combined in the Revolving Collateral Agent 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 each other Revolving Claimholder will be deemed to have irrevocably, absolutely, authorized Ford dealers and unconditionally consented under Section 363, 365, 1129 any special local marketing conditions that might affect the Dealer's sales performance differently from the sales performance of COMPETITIVE or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale INDUSTRY CAR dealers or other Disposition 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 any Notes Priority Collateral supported by the Notes Collateral Agent leasing 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, daily rental operations and shall be deemed to have consented to any such Disposition (and any motion for bid those utilized in the Company's records or other sale procedures related in reports furnished to the Disposition) of any Notes Priority Collateral under Section 363(f) Company by independent sources selected by it and generally available for such purpose in the automotive industry. In the event such reports of the Bankruptcy Code (registrations and/or sales of INDUSTRY or any other similar provision COMPETITIVE CARS in the DEALER'S LOCALITY are not generally available, the evaluation of any Bankruptcy Law) that has been consented to the Dealer's sales performance shall be based on such registrations and/or sales or purchase data as can be reasonably obtained by the Notes Collateral Agent; provided that 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 extent Dealer an evaluation of his performance under this subparagraph (2)(a) from time to time as initiated by the proceeds of such Collateral are Company, or not applied to reduce Notes Obligations more than once a month upon 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) written request of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and the Revolving Claimholders agree that the Notes 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 Notes Priority Collateral; provided that the Claimholders shall not be deemed to have agreed to any credit bid by other Claimholders in connection with the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the immediately-preceding sentence, the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, agrees that, so long as the Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the prior written consent of the Revolving Collateral Agent, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, for itself and on behalf of the 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, credit bid under Section 363(k) of the Bankruptcy Code with respect to any Disposition of the Notes Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority CollateralDealer.