Common use of Sales Clause in Contracts

Sales. (a) Upon acceptance of the Buyer's Article III Offer, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer shall pay to the Transferor and each of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offerees.

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) Upon acceptance 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 time. The power of sale hereunder or under any Applicable Law shall not be exhausted by any sale as to any part or parcel of the Buyer's Article III OfferTrust Property which is not sold, each Offeree shallunless and until the Secured Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a reasonable period prior whole or in part or parcels and the Grantor hereby waives its right to direct the closing of such Article III Sale, deliver to order in which the Transferor a certificate Trust Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer Any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly After each sale, the Person conducting such sale shall execute and deliver to the 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 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 act or thing having been duly done or not done by the Grantor, the Beneficiary, the Trustee or any other Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the conduct of such sale, but in the name and on behalf of the Person 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, 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 consummation application of such purchase price or any part thereof upon or for any trust or purpose of this Deed of Trust or the Loan Documents or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (f) 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 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 or other disposition and the cost of any enforcement proceeding hereunder, the amount of the Transferor Shares and shares of Restricted Securities 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 Offerees 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 other right or remedy available hereunder or under Applicable Law. (i) Upon any sale, it shall not be necessary for the Buyer pursuant Person conducting such sale to have any Trust Property being sold present or constructively in its possession. (j) To the Article III Offerextent permitted under Applicable Law, in the event that a foreclosure hereunder shall be commenced by the Beneficiary, the Transferor shall notify Beneficiary may at any time before the Offerees thereofsale abandon the sale, and may institute suit for the Buyer shall pay to the Transferor and each collection of the Offerees their respective portions Secured Obligations or reinstitute suit for the foreclosure of this Deed of Trust, or in the event that the Beneficiary should institute suit for collection of the sales price Secured Obligations or the foreclosure of this Deed of Trust, the shares sold or otherwise disposed Beneficiary may at any time before the entry of pursuant thereto, final judgment in said suit dismiss the same and shall furnish such other evidence sell the Trust Property in accordance with the provisions of the completion this Deed of such sale or other disposition and the terms thereof as may be reasonably requested by the OffereesTrust.

Sales. (ai) Upon acceptance Each of the Buyer's Article III OfferBorrower, the Collateral Manager, and each Subordinated Investor recognizes that the Lender may be unable to effect a public sale of any or all of the Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower, the Collateral Manager, and each Subordinated Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Lender than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Lender shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (ii) Each of the Borrower, the Collateral Manager, and each Subordinated Investor further shall use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and each Subordinated Investor further agrees that a breach of any of their covenants contained in this Section 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 Offeree shallSubordinated Investor, within 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 reasonable period prior defense that no Event of Default has occurred under the Agreement or any defense relating to the closing Lender’s willful misconduct or gross negligence. (iv) Section 9-610 of such 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 III Sale9 of the UCC, deliver 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 Transferor a certificate or certificates representing UCC, each of the shares Borrower, the Collateral Manager, and each Subordinated Investor hereby specifically agrees (x) so long as the Lender has complied with the applicable provisions of Restricted Securities to be sold or otherwise disposed of pursuant this Section 4, that it shall not raise any objection to the Article III Offer by such Offeree, free and clear of Lender’s purchase of the Borrower Collateral (b) The Transferor shall have 120 days, commencing through bidding on the day obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as principles set forth in the Inclusion Notice. If at no action letters promulgated by the end SEC staff (1) shall be considered to be a “public” sale for purposes of such 120-day period the Transferor UCC, (2) shall be considered commercially reasonable notwithstanding that the Lender has not completed 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 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 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 other disposition any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of all the Transferor Shares and all the Offerees' shares Borrower Collateral is or may be of Restricted Securities proposed one or more types that threaten to be solddecline speedily in value. The Borrower, the Transferor shall return 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 Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferBorrower, the Transferor shall notify the Offerees thereofCollateral Manager, and each Subordinated Investor hereby agrees that any foreclosure sale conducted in accordance with the Buyer following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions 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 sales price 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 Lender notifies the Borrower, the Collateral Manager, and each Subordinated Investor at the address set forth herein of the shares sold time and place of such foreclosure sale. (vi) The Lender shall use commercially reasonable efforts to give at least three Business Days’ prior written notice to the Borrower, the Collateral Manager and the Subordinated Investors of a sale, whether public or otherwise disposed of private, pursuant thereto, to this Section 4(d) and shall furnish such other evidence each of the completion of such sale or other disposition Collateral Manager and the terms thereof as may be reasonably requested by Subordinated Investors, shall have the Offereesright, subject to the additional requirements set forth in this Section 4(d) and any other commercially reasonable requirements applicable to all bidders with respect to any such public or private sale, to bid in connection with any such sale.

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, each Offeree shallnotwithstanding such circumstances, within agree that any such private sale shall not be deemed to have been made in a reasonable period prior to the closing commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 days, commencing on Each of the day Borrower and the Inclusion Notice is mailed, Collateral Manager further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agents have no adequate remedy at law in respect of itself 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 OffereesCollateral Manager, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto Borrower and the provisions Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of this Article III shall continue to be such covenants except for a defense that there has been a Payment in effectFull. (c) Promptly after Pursuant to the consummation 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 (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 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 other disposition was less than the aggregate amount of the Transferor Shares 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 shares of Restricted Securities 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 Offerees to the Buyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, Borrower and the Buyer Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the Laws of the sales price State of New York (in each case, unless the shares sold Borrower or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion Collateral Manager has objected in writing to the form or circumstances of such sale on or other disposition prior to the date thereof on the basis that such form or circumstances is not commercially reasonable, the Borrower or the Collateral Manager has not received notification of such foreclosure sale as provided in clause (e) of this Section, 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 Administrative Agent. (e) Not more than thirty days before, and not less than ten (10) days in advance of a foreclosure sale, the Collateral Agent (at the direction of the Administrative Agent) shall notify the Borrower and the terms thereof as may be reasonably requested by Collateral Manager at the Offereesaddress set forth herein of the time and place of such foreclosure sale.

Sales. (a) Upon acceptance If the aggregate book value of any assets of the Buyer's Article III OfferPrincipal and/or any Material Subsidiary which are sold, each Offeree shallleased, within a reasonable period prior transferred, subjected to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold put/call arrangements or otherwise disposed of (other than pursuant to any of the Article III Offer transactions described in subsections (a) to (g) hereof) during a fiscal year of the Principal, exceeds 40% of the book value of Consolidated Tangible Assets, each such book value to be calculated by reference to the most recently available audited consolidated financial statements of the Principal, then the Principal shall (i) cause the Net Cash Proceeds arising from any such Offereesales, free leases, transfers, put/call arrangements or other dispositions in excess of such 40% threshhold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and clear of(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) The Transferor shall have 120 dayssales, commencing on the day the Inclusion Notice is mailed, in which to sell transfers and other dispositions to the Buyer Principal or otherwise dispose ofa Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that is not a Material Subsidiary shall be at prices not less favourable than could be obtained on behalf of itself an arm's-length basis from unrelated third parties, it being understood that prices determined in accordance with the Principal's policies and the Offerees, up to the number of shares of Restricted Securities covered relevant tax or regulatory requirements as customarily applied by the Article III Offer (and the 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 the Offerees such number of shares as the Buyer Principal 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 as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed deemed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect.on arm's-length basis; (c) Promptly after sales, transfers and other dispositions under consideration on the consummation Closing Date or on the 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 any of the sale Facility Documents; (e) (i) easements or other disposition similar covenant agreements that relate to and/or benefit the operation of the Transferor Shares and shares of Restricted Securities property of the Offerees Principal or any Subsidiary, do not materially or adversely affect the use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm's-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings permitted under the Buyer Security Documents; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be made for fair value as determined by the Principal or as necessary to comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuance of a Specified Event of Default, shall be deposited and maintained in accounts of the Principal or such Material Subsidiary, as applicable, subject to a perfected security interest in favour of the Collateral Agent and EDC pursuant to the Article III OfferSecurity 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, the Transferor shall notify the Offerees thereof, and the Buyer shall pay or any request or demand by it to the Transferor and each Collateral Agent to take any action, 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 Offerees their respective portions of extent that such cash collateral does not satisfy the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion amount of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesobligations.

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) Upon acceptance The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to time. The power of sale hereunder or with respect hereto shall not be exhausted by any sale as to any part or parcel of the Buyer's Article III OfferMortgaged Property which is not sold, each Offeree shallunless and until the Secured Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a reasonable period prior whole or in part or parcels and, as provided in Section 5.03, the Mortgagor has waived its right to direct the closing of such Article III Sale, deliver to order in which the Transferor a certificate Mortgaged Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer Any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly After each sale, the Person conducting such sale shall execute and deliver to the 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 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 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 Mortgaged 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 consummation application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or the other Financing Documents, or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (f) Subject to mandatory provisions of applicable law, any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting or causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale or other disposition and the cost of any enforcement proceeding hereunder, the amount of the Transferor Shares and shares of Restricted Securities 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 Offerees Mortgaged Property, after the exercise by the Mortgagee of the Mortgagee's remedies under Section 5.02(a)(v) or after any sale of the Mortgaged Property pursuant hereto, then the Mortgagor or such Person shall be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of summary process for possession of land, or subject to any other right or remedy available hereunder or under applicable law. (i) Upon any sale, it shall not be necessary for the Buyer pursuant 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 Article III OfferMortgagee, the Transferor shall notify Mortgagee may at any time before the Offerees thereofsale abandon the sale, and may institute suit for the Buyer shall pay to the Transferor and each collection of the Offerees their respective portions Secured Obligations or for the foreclosure of this Mortgage; or if the Mortgagee shall institute a suit for collection of the sales price Secured Obligations or the foreclosure of this Mortgage, the Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and sell the Mortgaged Property in accordance with the provisions of this Mortgage. (k) Following any judicial sale of the shares sold or otherwise disposed of pursuant theretoreal property covered by the Mortgage, the redemption period shall be limited to one (1) month from and shall furnish such other evidence of after the completion date of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesjudicial sale.

Sales. Lender shall consent to (ax) Upon acceptance one or more Transfers of the Buyer's Article III OfferProperty 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 such hereinafter, a “Sale”) to any person or entity provided that, for each Sale, each Offeree shallof the following terms and conditions are satisfied: (1) No Default and no Event of Default is then continuing hereunder or under any of the other Loan Documents; (2) Borrower gives Lender written notice of the terms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, within concurrently therewith, gives Lender all such information concerning the proposed transferee of the Property or the proposed owner of the direct or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the amount of $5,000. Lender shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider the Buyer’s experience and track record in owning and operating facilities similar to the Property, the Buyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable period prior 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 closing of such Article III Sale, deliver a non-refundable assumption fee in an amount equal to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free all out-of-pocket costs and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such saleexpenses, including, without limitation, price reasonable attorneys’ fees and Rating Agency fees, incurred by Lender in connection with the Sale, plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Buyer assumes and agrees to pay the Debt subject to the provisions of Section 6.27 hereof and, in all cases (whether such Sale is a Transfer of the Property in its entirety or a Transfer of direct or indirect interests in the Borrower for which consent is required under this Section 2.9), prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions (including, without limitation, a REMIC opinion) as Lender may 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 considerationthe 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 set forth in to relieve Borrower of any personal liability under the Inclusion Notice. If at Note or any of the end other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such 120-day period Sale, whether or not same is discovered prior or subsequent to the Transferor has 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 completed caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the sale closing of such Sale; (10) Such Sale is not construed so 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 closing of such Sale, and each such current Indemnitor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. In the event that such Transfer is a Sale of the 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 disposition 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 Transferor Shares organization and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each formation of the Offerees its respective certificatesBuyer and of the entities, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation are partners of the sale or other disposition Buyer. In the event that such Sale is a Transfer of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferProperty in its entirety, the Transferor shall notify the Offerees thereof, and the Buyer shall pay 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 yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (13) The applicable transfer will not result in an increase in the real property taxes for the Premises and Improvements that would cause the debt service coverage ratio of the Debt with respect to the Transferor and each immediately succeeding twelve (12) month period to be less than the debt service coverage ratio of the Offerees their respective portions of Debt for the sales price of the shares sold or otherwise disposed of pursuant theretotwelve (12) month period immediately preceding such transfer, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof in each case as may be reasonably requested determined by the OffereesLender.

Sales. (a) Upon acceptance With a view to making available to Holders of ----- Registrable Securities the benefits of certain rules and regulations of the Buyer's Article III OfferCommission which may permit the sale of the Registrable Securities to the public without registration, each Offeree shall, within a reasonable period the Company agrees at all times prior to the closing 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 Article III SaleHolder owns any Registrable Securities forthwith, deliver 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 Transferor extent that it is then subject to any such reporting requirements), a certificate or certificates representing copy of the shares most recent annual and quarterly report of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by Company, and such Offeree, free other reports and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered documents filed by the Article III Offer (and Company under the 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 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 as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer shall pay to the Transferor and each of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof Exchange Act as may be reasonably requested by such Holder in connection with availing the OffereesHolder of any rule or regulation of the Commission permitting the selling of such securities without registration. (b) Each Holder hereby agrees that any and all sales made by such Holder, whether pursuant to Section 2 hereof, Rule 144 or any other exemption from the registration requirements of the Securities Act, shall not exceed, in the aggregate with all other Holders in any calendar quarter of the Company, that number of shares set forth on Schedule A hereto with respect to such calendar quarter; provided, that in the event the Holders are unable to sell any shares saleable during a calendar quarter pursuant to Schedule A due to the actions of the Company (including subsection 2(d)(iii), Section 6 and subsection 11(d) hereunder), such shares shall be deemed saleable in the immediately succeeding calendar quarter, in addition to any other shares saleable in such quarter pursuant to Schedule A. In addition, all sales made by any Holder shall only be effected through ▇.▇. ▇▇▇▇▇▇ & Company or such other underwriter which makes a market in the Common Stock which may be designated by the Company. Furthermore, Schedule A shall be amended to reflect any stock splits or other similar corporate events.

Sales. Consummate an Asset Sale unless (a1) Upon acceptance at least 75% of the Buyer's Article III Offerconsideration from such Asset Sale other than Asset Swaps is received in cash, each Offeree shall, within a reasonable period prior (2) the Borrower or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer shall pay to the Transferor and each of the Offerees their respective portions of the sales price fair market value of the shares sold or otherwise disposed assets subject to such Asset Sale (as determined by the Board of pursuant thereto, and shall furnish such other evidence Directors of the completion 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 sale Asset Sale shall not be an event which is, or other disposition and after notice or lapse of time or both, would be, an “event of default” under the terms thereof as may be reasonably requested of any Indebtedness of the Borrower or its Restricted Subsidiaries; provided that the amount of any Designated Non-cash Consideration received by the OffereesBorrower 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 7.05 to the contrary, neither the Borrower nor any Restricted Subsidiary shall consummate an Asset Sale (i) consisting of the issuance, repurchase or redemption of any Redeemable Equity Interests or (ii) 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 Restricted Subsidiary shall be required to receive in cash an amount equal to 75% of the Proceeds of the Asset Sale which do not consist of like-kind assets acquired with the Asset Swap.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Upon acceptance of CARS and TRUCKS to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials 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 BuyerCompany's Article III Offer, each Offeree shall, within a reasonable period prior advertising and sales promotion programs relating to the closing VEHICLES. The Dealer's performance of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to his sales responsibility for CARS shall be sold or otherwise disposed of pursuant to the Article III Offer measured by such Offereereasonable criteria as the Company may develop from time to time, free and clear ofincluding: (b1) The Transferor shall have 120 daysDealer's sales of CARS to private and fleet users located in the 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, commencing on and (iv) the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself private and the Offerees, up to the number of shares of Restricted Securities covered fleet sales objectives for CARS established by the Article III Offer (and Company for the number of Transferor Shares). If all such shares are not sold Dealer from time 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effecttime. (c2) Promptly after If the consummation of Dealer is not the sale or other disposition of only authorized dealer in CARS in the Transferor Shares and shares of Restricted Securities of DEALER'S LOCALITY, the Offerees to the Buyer following factors shall be used in computing percentages pursuant to 2 (1) above: (i) The Dealer's sales of CARS to users located in the Article III Offer, DEALER'S LOCALITY shall be deemed to be the Transferor shall notify total registrations thereof in the Offerees thereof, and DEALER'S LOCALITY multiplied by the Buyer shall pay to Dealer's percent of sales of all CARS made by all authorized Ford dealers located in the Transferor and each of DEALER'S LOCALITY unless the Offerees their respective portions of Dealer or the sales price of Company shows that the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion Dealer actually has made a different number of such sale or other disposition sales, (ii) The registrations of CARS and COMPETITIVE and INDUSTRY CARS in the terms DEALER'S LOCALITY against which the Dealer shall be measured shall be the total thereof as may be reasonably requested multiplied by the OffereesDealer's PERCENT RESPONSIBILITY, and (iii) The Dealer's objectives for CARS shall be the total objectives therefor of all authorized Ford dealers in the DEALER'S LOCALITY multiplied by the Dealer's PERCENT RESPONSIBILITY.

Sales. (ai) Upon acceptance Each of the Buyer's Article III OfferBorrower, the Collateral Manager and each Offeree shallEquity Investor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Collateral, within by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a reasonable period prior restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the closing distribution or resale thereof. Each of the Borrower, the Collateral Manager and each Equity Investor acknowledges and agrees that any such Article III Sale, deliver private sale may result in prices and other terms less favorable to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, Administrative Agent on behalf of itself the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (ii) Each of the Borrower, the Collateral Manager and each Equity Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Collateral pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager and each Equity Investor further agrees that a breach of any of their covenants contained in this Section 4(d) will cause irreparable injury to the Administrative Agent and the OffereesSecured Parties, up that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 4(d) shall be specifically enforceable against the Borrower, the Collateral Manager and the Equity Investors and each of the 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 number Administrative Agent’s willful misconduct or gross negligence. (A) Section 9-610 of shares of Restricted Securities covered by the Article III Offer (UCC states that the Secured Parties are able to purchase the Collateral only if the Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager and the number Equity Investors that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of Transferor Shares)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. If all such shares are not sold 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 BuyerUCC, each of the Borrower, the Transferor, at its option, may elect Collateral Manager and each Equity Investor hereby specifically agrees (x) that it shall not raise any objection to sell any Secured Party’s purchase of the Collateral (through bidding on behalf of itself 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 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 as principles set forth in the Inclusion NoticeNo 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 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. If 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 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 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, 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 end address set forth herein of the time and place of such 120-day period foreclosure sale. (vi) Notwithstanding anything in this Section 4 to the Transferor has not completed the sale contrary, prior to any proposed private sale, transfer or other disposition of all any Collateral, (i) the Transferor Shares Administrative Agent shall give not less than two (2) Business Days’ prior written notice to the Collateral Manager and all the Offerees' shares each Equity Investor of Restricted Securities any such proposed to be soldprivate sale, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale transfer or other disposition of any Collateral, (ii) the Transferor Shares 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 shares of Restricted Securities (B) following receipt of the Offerees 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 Buyer pursuant Administrative Agent in writing prior to the Article III Offergiving 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, (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 disposition by the Administrative Agent (or, if no such notice was given by the Administrative Agent, 10 Business Days from the making of 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 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 Transferor Administrative Agent shall notify take no further exercise of remedies during the Offerees thereofOffer Period and (iii) to the extent any Collateral is to be disposed of in a public sale, the Collateral Manager and the Buyer Equity Investors (or any Affiliate or designee thereof) shall pay be entitled, subject to and in accordance with any rules of such public sale established by the Transferor Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to bid on each such item of the Offerees their respective portions of the sales price of the shares sold Collateral being sold, transferred or otherwise disposed of pursuant theretoof, subject to the same terms and shall furnish conditions applicable to all other participants in such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesauction.

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) Upon acceptance 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 time. The power of sale hereunder or under any Applicable Law shall not be exhausted by any sale as to any part or parcel of the Buyer's Article III OfferMortgaged Property which is not sold, each Offeree shallunless and until the Secured Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a reasonable period prior whole or in part or parcels and the Mortgagor hereby waives its right to direct the closing of such Article III Sale, deliver to order in which the Transferor a certificate Mortgaged Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer Any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly After each sale, the Person conducting such sale shall execute and deliver to the 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 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 act or thing having been duly done or not done by the Mortgagor, the Mortgagee or any other Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the conduct of such sale, but in the name and on behalf of the Person 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, 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 consummation application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or the Loan Documents or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (f) Any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and (to the extent permitted under Applicable Law) shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee or any Secured Party may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale or other disposition and the cost of any enforcement proceeding hereunder, the amount of the Transferor Shares and shares of Restricted Securities 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 Offerees 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 other right or remedy available hereunder or under Applicable Law. (i) Upon any sale, it shall not be necessary for the Buyer pursuant Person conducting such sale to have any Mortgaged Property being sold present or constructively in its possession. (j) To the Article III Offerextent permitted under Applicable Law, in the event that a foreclosure hereunder shall be commenced by the Mortgagee, the Transferor shall notify Mortgagee may at any time before the Offerees thereofsale abandon the sale, and may institute suit for the Buyer shall pay to the Transferor and each collection of the Offerees their respective portions Secured Obligations or reinstitute suit for the foreclosure of this Mortgage, or in the event that the Mortgagee should institute suit for collection of the sales price Secured Obligations or the foreclosure of this Mortgage, the shares sold or otherwise disposed Mortgagee may at any time before the entry of pursuant thereto, final judgment in said suit dismiss the same and shall furnish such other evidence sell the Mortgaged Property in accordance with the provisions of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesthis Mortgage.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Upon acceptance of VEHICLES to private and fleet customers within the Buyer's Article III OfferDEALER'S LOCALITY, each Offeree shall, within and shall develop energetically and satisfactorily the potentials for such sales and obtain a reasonable period prior share thereof; but the Dealer shall not be limited to the closing of such Article III SaleDEALER'S LOCALITY in making sales. To this end, deliver 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 Transferor a certificate or certificates representing greatest feasible extent the shares Company's advertising and sales promotion programs relating to VEHICLES. The Dealer's performance of Restricted Securities to his sales responsibility for VEHICLES shall be sold or otherwise disposed of pursuant to the Article III Offer measured by such Offereereasonable criteria as the Company may develop from time to time, free and clear ofincluding: (b1) The Transferor shall have 120 daysDealer's sales of VEHICLES to private and fleet users located in the 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, commencing on and (iv) the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself private and the Offerees, up to the number of shares of Restricted Securities covered fleet sales objectives for VEHICLES established by the Article III Offer (and Company for the number of Transferor Shares). If all such shares are not sold Dealer from time 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effecttime. (c2) Promptly after If the consummation Dealer is not the only authorized dealer in VEHICLES in the DEALER'S LOCALITY, the following factors shall be used in computing percentages pursuant to 2(a) (1) above: (i) The Dealer's sales of VEHICLES to users located in the DEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER'S LOCALITY multiplied by the Dealer's percent of sales of all VEHICLES made by all authorized Mercury Dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such sales, (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 total objectives therefor of all authorized Mercury Dealers in the DEALER'S LOCALITY multiplied by the Dealer's PERCENT RESPONSIBILITY. (3) A comparison of each such percentage with percentages similarly obtained for all other authorized Mercury Dealers combined in the Company's sales zone and district in which the Dealer is located, and where subparagraph 2(a) (2) applies, for all other authorized Mercury Dealers combined in the DEALER'S LOCALITY. (4) In evaluating any comparisons provided for in subparagraph 2(a) (3) above, the Company shall give consideration to the availability of VEHICLES to the Dealer and other authorized Mercury Dealers and any special local marketing conditions that might affect the Dealer's sales performance differently from the sales performance of COMPETITIVE or INDUSTRY VEHICLE Dealers or other authorized Mercury Dealers. (5) The sales and registration data referred to in this subparagraph 2(a) shall include sales to and registrations in the name of leasing and daily rental operations and shall be those utilized in the Company's records or in reports furnished to the Company by independent sources selected by it and generally available for such purpose in the automotive industry. In the event such reports of the sale registrations and/or sales of INDUSTRY or other disposition COMPETITIVE VEHICLES in the DEALER'S LOCALITY are not generally available, the evaluation of the Transferor Shares and shares Dealer's sales performance shall be based on such registrations and/or sales or purchase data as can be reasonably obtained by the Company. The Company will provide to the Dealer an evaluation of Restricted Securities his performance under this subparagraph 2(a) from time to time as initiated by the Company, or not more than once a month upon the written request 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 shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the OffereesDealer.

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Upon acceptance of CARS and TRUCKS to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials 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 BuyerCompany's Article III Offer, each Offeree shall, within a reasonable period prior advertising and sales promotion programs relating to the closing VEHICLES. The Dealer's performance of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to his sales responsibility for CARS shall be sold or otherwise disposed of pursuant to the Article III Offer measured by such Offereereasonable criteria as the Company may develop from time to time, free and clear ofincluding: (b1) The Transferor shall have 120 daysDealer's sales of CARS to private and fleet users located in the 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, commencing on and (iv) the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself private and the Offerees, up to the number of shares of Restricted Securities covered fleet sales objectives for CARS established by the Article III Offer (and Company for the number of Transferor Shares). If all such shares are not sold Dealer from time 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effecttime. (c2) Promptly after If the consummation Dealer is not the only authorized dealer in CARS in the DEALER'S LOCALITY, the following factors shall be used in computing percentages pursuant to 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the DEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER'S LOCALITY multiplied by the Dealer's percent of sales of all CARS made by all authorized Ford dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such sales, (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 total objectives therefor of all authorized Ford dealers in the DEALER'S LOCALITY multiplied by the Dealer's PERCENT RESPONSIBILITY. (3) A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the Company's sales zone and district in which the Dealer is located, and where subparagraph 2(a)(2) applies, for all other authorized Ford dealers combined in the DEALER'S LOCALITY. (4) In evaluating any comparisons provided for in subparagraph 2(a)(3) above, the Company shall give consideration to the availability of CARS to the Dealer and other authorized Ford dealers and any special local marketing conditions that might affect the Dealer's sales performance differently from the sales performance of COMPETITIVE or INDUSTRY CAR dealers or other authorized Ford dealers. (5) The sales and registration data referred to in this subparagraph 2(a) shall include sales to and registrations in the name of leasing and daily rental operations and shall be those utilized in the Company's records or in reports furnished to the Company by independent sources selected by it and generally available for such purpose in the automotive industry. In the event such reports of the sale registrations and/or sales of INDUSTRY or other disposition COMPETITIVE CARS in the DEALER'S LOCALITY are not generally available, the evaluation of the Transferor Shares and shares Dealer's sales performance shall be based on such registrations and/or sales or purchase data as can be reasonably obtained by the Company. The Dealer's performance of Restricted Securities his sales responsibility for TRUCKS shall be determined in the same manner as for CARS. The Company will provide to the Dealer an evaluation of his performance under this subparagraph (2)(a) from time to time as initiated by the Company, or not more than once a month upon the written request 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 shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the OffereesDealer.

Sales. (a) Upon acceptance Each Pledgor recognizes that the Collateral Trustee may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Buyer's Article III OfferSecurities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, each Offeree shallaccordingly, within may resort to one or more private sales thereof to a reasonable period prior restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the closing distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Trustee shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such Article III Salesecurities for public sale under the Securities Act, deliver or under applicable state securities laws, even if such issuer would agree to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofdo so. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which Each Pledgor agrees to sell use its best efforts to the Buyer do or otherwise dispose of, on behalf of itself and the Offerees, up cause to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If be done all such shares are not sold other acts as may be necessary to the Buyer, the Transferor, at its option, may elect to sell on behalf of itself and the Offerees make 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 as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition sales of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each or any portion of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition Pledged Collateral pursuant to this Article III Section 5.3 valid and which were not sold pursuant thereto binding and in compliance with all other applicable Requirements of Law. Each Pledgor further agrees that a breach of any covenant contained in this Section 5.3 will cause irreparable injury to the Collateral Trustee and other Secured Parties, that the Collateral Trustee and the provisions 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 Article III Section 5.3 shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 thereofspecifically enforceable against such Pledgor, and the Buyer shall pay such Pledgor hereby waives and agrees not to the Transferor and each of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion assert any defense against an action for specific performance of such sale or other disposition and covenants except for a defense that no Event of Default has occurred under the terms thereof as may be reasonably requested by the Offerees.Indentures. STOCK PLEDGE AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Sales. The Dealer shall promote vigorously and aggressively the sale at retail (aand, if the Dealer elects, the leasing and rental) Upon acceptance of CARS and TRUCKS to private and fleet customers within the DEALER'S LOCALITY, and shall develop energetically and satisfactorily the potentials 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 BuyerCompany's Article III Offer, each Offeree shall, within a reasonable period prior advertising and sales promotion programs relating to the closing VEHICLES. The Dealer's performance of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to his sales responsibility for CARS shall be sold or otherwise disposed of pursuant to the Article III Offer measured by such Offereereasonable criteria as the Company may develop from time to time, free and clear ofincluding: (b1) The Transferor shall have 120 daysDealer's sales of CARS to private and fleet users located in the 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, commencing on and (iv) the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself private and the Offerees, up to the number of shares of Restricted Securities covered fleet sales objectives for CARS established by the Article III Offer (and Company for the number of Transferor Shares). If all such shares are not sold Dealer from time 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effecttime. (c2) Promptly after If the consummation of Dealer is not the sale or other disposition of only authorized dealer in CARS in the Transferor Shares and shares of Restricted Securities of DEALER'S LOCALITY, the Offerees to the Buyer following factors shall be used in computing percentages pursuant to 2(a)(1) above: (i) The Dealer's sales of CARS to users located in the Article III OfferDEALER'S LOCALITY shall be deemed to be the total registrations thereof in the DEALER's LOCALITY multiplied by the Dealer's percent of sales of all CARS made by all authorized Ford dealers located in the DEALER'S LOCALITY unless the Dealer or the Company shows that the Dealer actually has made a different number of such sales, (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 Transferor shall notify total objectives therefor of all authorized Ford dealers in the Offerees thereofDEALER'S LOCALITY multiplied by the Dealer's PERCENT RESPONSIBILITY. (3) A comparison of each such percentage with percentages similarly obtained for all other authorized Ford dealers combined in the Company's sales zone and district in which the Dealer is located, and where subparagraph 2(a)(2) applies, for all other authorized Ford dealers combined in the Buyer shall pay to the Transferor and each of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the OffereesDEALER'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) Upon acceptance 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 time. The power of sale hereunder or with respect hereto shall not be exhausted by any sale as to any part or parcel of the Buyer's Article III OfferSubject Property which is not sold, each Offeree shallunless and until the Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. A sale may be as a reasonable period prior whole or in part or parcels and Mortgagor hereby waives its right to direct the closing of such Article III Sale, deliver to order in which the Transferor a certificate Subject Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer Any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly after Any statement of fact or other recital made in any instrument given by the consummation Person conducting any sale as to the nonpayment of any Obligation, the existence of an Event of Default, the amount of the Obligations due and payable, the request to Mortgagee to sell, the notice of the time, place and terms of sale and of the Subject Property to be sold having been duly given, or any other act or thing having been duly done or not done by Mortgagor, Mortgagee, or any other Person, shall be taken as conclusive and binding against all other Persons as evidence of 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 or other disposition and the cost of any enforcement proceeding hereunder, the amount of the Transferor Shares and shares of Restricted Securities bid made therefor to the extent necessary to satisfy such bid. (f) In the event that Mortgagor or any Person claiming by, through or under Mortgagor shall transfer or fail to surrender possession of the Offerees to the Buyer pursuant to the Article III Offer, the Transferor shall notify the Offerees Subject Property after any sale thereof, and the Buyer then Mortgagor or such Person shall pay to the Transferor and each be deemed tenant at sufferance of the Offerees their respective portions purchaser at such sale, subject to eviction by means of forcible entry and unlawful detainer proceedings, or subject to any other right or remedy available, hereunder or under applicable law. (g) Upon any sale, it shall not be necessary for the Person conducting such sale to have any Subject Property being sold present or constructively in its possession. (h) To the extent permitted under applicable law, in the event that a foreclosure hereunder shall be commenced by Mortgagee, Mortgagee may at any time before the sale abandon the sale, and may institute suit for the collection of the sales price Obligations or for the foreclosure of this Leasehold Mortgage; or in the event that Mortgagee should institute a suit for collection of the shares sold Obligations or otherwise disposed the foreclosure of pursuant theretothis Leasehold Mortgage, Mortgagee may at any time before the entry of final judgment in said suit dismiss the same and shall furnish such other evidence sell the Subject Property in accordance with the provisions of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesthis Leasehold Mortgage.

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower, each Offeree shallthe Collateral Manager, within and the Equityholder recognizes that an Agent may be unable to effect a reasonable period prior public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the closing Borrower, the Collateral Manager and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 daysEach of the Borrower, commencing on the day Collateral Manager and the Inclusion Notice is mailed, Equityholder further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agent have no adequate remedy at law in respect of itself 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 OffereesEquityholder, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificatesBorrower, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto Collateral Manager and the provisions Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of this Article III shall continue to be in effectsuch covenants. (c) Promptly after Pursuant to the consummation 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 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, the Collateral Manager and the Equityholder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, 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 other disposition was less than the aggregate amount of the Transferor Shares Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and shares of Restricted Securities does not offer any Collateral to more than one bidder; provided that such sale was made in accordance with Applicable Law. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Offerees to the Buyer pursuant to the Article III OfferBorrower, the Transferor shall notify the Offerees thereof, Collateral Manager and the Buyer Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions Borrower, the Collateral Manager and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker-dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the sales price State of New York; and (e) 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, the Collateral Manager and the Equityholder at the address set forth herein of the shares sold or otherwise disposed of pursuant thereto, time and shall furnish such other evidence of the completion place of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesforeclosure sale.

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) Upon acceptance To the extent permitted by law, any sale may be conducted by the Beneficiary or the Trustee or by an agent appointed to act on behalf of such party and the appointment need not be recorded. The power of sale hereunder or with respect hereto shall not be exhausted by any sale as to any part or parcel of the Buyer's Article III OfferTrust Property which is not sold, each Offeree shallunless and until the Secured Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a reasonable period prior whole or in part or parcels and, to the closing of such Article III Salefullest extent permitted by law, deliver the Grantor hereby waives its right to direct the Transferor a certificate order in which the Trust Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 daysTo the extent permitted by law, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly after After each sale, the consummation Person conducting such sale shall execute and deliver to the 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 sale or other disposition of the Transferor Shares Grantor in 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 Buyer shall pay to the Transferor and each of the Offerees their respective portions of the sales price of the shares Trust Property sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of receive the completion 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 other disposition delivery of the Trust Property sold, and the terms thereof as may be reasonably requested by the Offerees.to execute,

Sales. (a) Upon acceptance Subject to Section 3.43.5, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported by the Revolving Collateral AgentLender, and the Notes Collateral Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Buyer's Article III OfferBankruptcy Code, each Offeree shallor any comparable provisions of any Bankruptcy Law, within a reasonable period prior to any sale or other Disposition of any Revolving Priority Collateral supported by the Revolving Collateral AgentLender and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the closing Disposition) of any Revolving Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral AgentLender; provided that to the extent the Proceeds of such Article III SaleCollateral are not applied to reduce Revolving Obligations, deliver to the Transferor Notes Collateral Agent shall retain a certificate or certificates representing Lien on such proceeds in accordance with the shares terms of Restricted Securities to be sold or otherwise disposed of pursuant to (and having the Article III Offer by such Offeree, free and clear ofrelative priority set forth in) this Agreement. (b) The Transferor shall have 120 daysSubject to Section 3.43.5, commencing on neither the day the Inclusion Notice is mailedRevolving Collateral AgentLender nor any other Revolving Claimholder shall, in which to sell to any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that is supported by the Buyer or otherwise dispose ofNotes Collateral Agent, on behalf of itself and the OffereesRevolving Collateral AgentLender and each other Revolving Claimholder will be deemed to have irrevocably, up absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the any sale or other disposition Disposition of all any Notes Priority Collateral supported by the Transferor Shares Notes Collateral Agent and all to have released their Liens and interests (which term shall have the Offerees' shares broadest possible meaning for purposes of Restricted Securities proposed to be sold, the Transferor shall return to each Section 363(f) of the Offerees its respective certificatesBankruptcy Code) on such assets, if any, representing shares of Restricted Securities which the Offerees delivered and shall be deemed to have consented to any such Disposition (and any motion for sale bid or other disposition pursuant sale procedures related to the Disposition) of any Notes Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Notes Collateral Agent; provided that to the extent the proceeds of such Collateral are not applied to reduce Notes Obligations the Revolving Collateral AgentLender shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectAgreement. (c) Promptly after 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 sale or other disposition prior written consent of the Transferor Shares and shares of Restricted Securities Revolving Collateral AgentLender, credit bid under Section 363(k) of the Offerees Bankruptcy Code with respect to the Buyer pursuant to the Article III Offerany Disposition of Revolving Priority Collateral or any Disposition consisting of both Notes Priority Collateral and Revolving Priority Collateral. The Revolving Agent, the Transferor shall notify the Offerees thereof, for itself and the Buyer shall pay to the Transferor and each on behalf of the Offerees their respective portions 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 sales price Notes Collateral Agent, credit bid under Section 363(k) of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence Bankruptcy Code with respect to any Disposition of the completion Notes Priority Collateral or any Disposition consisting of such sale or other disposition both Notes Priority Collateral and the terms thereof as may be reasonably requested by the OffereesRevolving Priority Collateral.

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower, each Offeree shallthe Collateral Manager, within and the Equityholder recognizes that an Agent may be unable to effect a reasonable period prior public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the closing Borrower, the Collateral Manager and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 daysEach of the Borrower, commencing on the day Collateral Manager and the Inclusion Notice is mailed, Equityholder further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agents have no adequate remedy at law in respect of itself 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 OffereesEquityholder, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificatesBorrower, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto Collateral Manager and the provisions Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of this Article III shall continue to be in effectsuch covenants. (c) Promptly after Pursuant to the consummation 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 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, the Collateral Manager and the Equityholder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, 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 other disposition was less than the aggregate amount of the Transferor Shares Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and shares of Restricted Securities does not offer any Collateral to more than one bidder; provided that such sale was made in accordance with Applicable Law. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Offerees to the Buyer pursuant to the Article III OfferBorrower, the Transferor shall notify the Offerees thereof, Collateral Manager and the Buyer Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions Borrower, the Collateral Manager and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker-dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the sales price State of New York; and (e) 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, the Collateral Manager and the Equityholder at the address set forth herein of the shares sold or otherwise disposed of pursuant thereto, time and shall furnish such other evidence of the completion place of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesforeclosure sale.

Sales. (a) Upon acceptance the terms and subject to the conditions set forth herein, the Seller hereby sells, assigns, transfers and conveys to the Purchaser, and the Purchaser hereby purchases from the Seller all of the BuyerSeller's Article III Offerright, each Offeree shalltitle and interest, within whether now owned or hereafter acquired and wherever located, in, to and under all Receivables with respect to all Obligors outstanding on the Closing Date and thereafter owned by the Seller through the Purchase Termination Date, together with all Contracts and Leased Vehicles with respect thereto and all proceeds of the foregoing. Such undivided interest in the Receivables, expressed as a reasonable period dollar amount, shall be equal to the aggregate unpaid balance of the Receivables from time to time. Any sale, assignment, transfer and conveyance hereunder does not constitute an assumption by the Purchaser of any obligations of the Seller or any other Person to Obligors or to any other Person in connection with the Receivables or under any other agreement or instrument relating to the Receivables. (a) In connection with such sale, the Seller agrees to record and file on or prior to the closing Closing Date, at its own expense, a financing statement or statements with respect to the Receivables and the other property described in Section 2.1(a) sold by the Seller hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Purchaser created hereby under the UCC against all creditors of, and purchasers from, the Seller, and to deliver either the originals of such Article III Sale, deliver financing statements or a file-stamped copy of such financing statements or other evidence of such filings to the Transferor a certificate Purchaser on or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant prior to the Article III Offer by such Offeree, free and clear ofClosing Date. (b) The Transferor shall have 120 daysSeller agrees that from time to time, commencing on at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the day Purchaser may reasonably request in order to perfect or protect the Inclusion Notice is mailedinterest of the Purchaser in the Receivables and Vehicles purchased hereunder or to enable the Purchaser to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Seller will, in which order to sell accurately reflect this purchase and sale transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) as may be requested by the Purchaser and ▇▇▇▇ its master data processing records (or related subledger) and other documents with a legend describing the purchase by the Purchaser of the Receivables and the lien of the Administrative Agent pursuant to the Buyer or otherwise dispose ofReceivables Purchase Agreement and stating "An interest in these receivables has been granted to Canadian Imperial Bank of Commerce, as Administrative Agent, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the BuyerSPARC, the TransferorSecondary Purchaser and FSA, at its optionpursuant to a Receivables Purchase Agreement dated as of May 2, may elect to sell on behalf 2000". The Seller shall, upon request of itself and the Offerees Purchaser, obtain such number of shares search reports as the Buyer will purchasePurchaser shall request. To the fullest extent permitted by applicable law, 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, Purchaser shall be as set forth in permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Inclusion NoticeSeller's signature. If at the end of such 120-day period the Transferor has not completed the sale Carbon, photographic or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions reproduction of this Article III Agreement or any financing statement shall continue to be in effectsufficient as a financing statement. (c) Promptly after It is the consummation express intent of the Seller and the Purchaser that the conveyance of Receivables and Leased Vehicles by the Seller to the Purchaser pursuant to this Agreement be construed as a sale of such Receivables and Leased Vehicles by the Seller to the Purchaser. Further, it is not the intention of the Seller and the Purchaser that such conveyance be deemed a grant of a security interest in the Receivables and Leased Vehicles by the Seller to the Purchaser to secure a debt or other disposition obligation of the Transferor Shares and shares of Restricted Securities Seller. However, in the event that, notwithstanding the intent of the Offerees to the Buyer pursuant to the Article III Offerparties, the Transferor Receivables and Leased Vehicles are construed to constitute property of the Seller, then (i) this Agreement also shall notify be deemed to be, and hereby is, a security agreement within the Offerees thereofmeaning of the UCC; and (ii) the conveyances by the Seller provided for in this Agreement shall be deemed to be, and the Buyer shall pay Seller hereby grants to the Transferor Purchaser, a security interest in, to and each under all of the Offerees their respective portions Seller's right, title and interest in, to and under, whether now owned or hereafter acquired, the Receivables with respect to all Obligors, together with all Contracts, Leased Vehicles and Collections with respect thereto, together with all rights of the sales price Seller under the Transfer Agreement naming the Seller as purchaser thereunder and BusLease as the seller, and all proceeds of the shares sold or otherwise disposed of pursuant theretoforegoing, and shall furnish such other evidence to secure the obligations of the completion of such sale Seller set forth in this Agreement or other disposition and the terms thereof as may be reasonably requested determined in connection therewith by applicable law. The Seller and the OffereesPurchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Receivables and Leased Vehicles to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement. The Seller represents and warrants that the Receivables are being transferred with the intention of removing them from the Seller's estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

Sales. (ai) Upon acceptance Each of the Buyer's Article III OfferBorrower, each Offeree shallthe Collateral Manager, within and the Preferred Investor recognizes that the Administrative Agent may be unable to effect a reasonable period prior public sale of any or all of the Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the closing distribution or resale thereof. Each of the Borrower, the Collateral Manager, and the Preferred Investor acknowledges and agrees that any such Article III Sale, deliver private sale may result in prices and other terms less favorable to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, Administrative Agent on behalf of itself the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (ii) Each of the Borrower, the Collateral Manager, and the OffereesPreferred 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 requirements of applicable law. (iii) Each of the Borrower, up the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their agreements contained in this Section 4(d) will cause irreparable injury to the number Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of shares such breach and, as a consequence, that each and every agreement contained in this Section 4(d) shall be specifically enforceable against the Borrower, the Collateral Manager, and the Preferred Investor, and each of Restricted the 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, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities covered Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower, the Collateral Manager, and the Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in the No Action Letters promulgated by the Article III Offer 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 number 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 Transferor Shares). If all such shares are not sold to the BuyerBorrower, the TransferorCollateral 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 part thereof, at its optionany 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 elect be of one or more types that threaten to sell on behalf of itself decline speedily in value. The Borrower, the Collateral Manager, and the Offerees Preferred Investor hereby waive any claims against the Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the 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 number 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 shares as the Buyer will purchaseBorrower, Pro Rata among the Transferor Collateral Manager, and the Offerees, as nearly as practicable. The material terms of such sale, Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions (including, without limitation, price and form of consideration, Section 4(d)(vi) below) shall be as considered a commercially reasonable sale, and each of the 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 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 Preferred Investor at the address set forth in herein of the Inclusion Notice. If at the end time and place of such 120-day period foreclosure sale. (vi) Notwithstanding anything in this Section to the Transferor has contrary, (i) the Administrative Agent shall give not completed less than two (2) Business Days prior written notice to the sale Collateral Manager of any proposed private sale, transfer or other disposition of all any Borrower Collateral, (ii) the Transferor Shares and all Collateral Manager and/or the Offerees' shares Preferred Investor may, but is not required to, offer to buy any item of Restricted Securities proposed to be sold, the Transferor shall return to each Borrower Collateral following receipt of the Offerees notice described in clause (i) provided that the Administrative Agent shall be entitled to reject such offer in its respective certificatessole discretion and, if anynotwithstanding the delivery of such notice or the receipt of such offer, representing shares of Restricted Securities which the Offerees delivered for sale shall remain entitled to engage other potential buyers and continue with any proposed private sale, transfer or other disposition pursuant described in such notice or to this Article III refrain from selling any such item of Borrower Collateral, in each case, its sole discretion, and which were not sold pursuant thereto (iii), to the extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and the provisions Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of this Article III shall continue such public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to be in effect. (c) Promptly after the consummation bid on each such item of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferBorrower Collateral being sold, 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 shares sold transferred or otherwise disposed of pursuant theretoof, subject to the same terms and shall furnish conditions applicable to all other participants in such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesauction.

Sales. Lender shall consent to (ax) Upon acceptance one or more Transfers of the Buyer's Article III OfferProperty 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 such hereinafter, a “Sale”) to any person or entity provided that, for each Sale, each Offeree shallof the following terms and conditions are satisfied: (1) No Default and no Event of Default is then continuing hereunder or under any of the other Loan Documents; (2) Borrower gives Lender written notice of the terms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, within concurrently therewith, gives Lender all such information concerning the proposed transferee of the Property or the proposed owner of the direct or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the amount of $5,000. Lender shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider the Buyer’s experience and track record in owning and operating facilities similar to the Property, the Buyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable period prior 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 closing of such Article III Sale, deliver a non-refundable assumption fee in an amount equal to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free all out-of-pocket costs and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such saleexpenses, including, without limitation, price reasonable attorneys’ fees and Rating Agency fees, incurred by Lender in connection with the Sale, plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Buyer assumes and agrees to pay the Debt subject to the provisions of Section 6.27 hereof and, in all cases (whether such Sale is a Transfer of the Property in its entirety or a Transfer of direct or indirect interests in the Borrower for which consent is required under this Section 2.9), prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions (including, without limitation, a REMIC opinion) as Lender may 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 considerationthe 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 set forth in to relieve Borrower of any personal liability under the Inclusion Notice. If at Note or any of the end other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such 120-day period Sale, whether or not same is discovered prior or subsequent to the Transferor has 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 completed caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the sale closing of such Sale; (10) Such Sale is not construed so 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 closing of such Sale, and each such current Indemnitor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. In the event that such Transfer is a Sale of the 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 disposition 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 Transferor Shares organization and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each formation of the Offerees its respective certificatesBuyer and of the entities, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation are partners of the sale or other disposition Buyer. In the event that such Sale is a Transfer of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferProperty in its entirety, the Transferor shall notify the Offerees thereof, and the Buyer shall pay 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 yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (13) The applicable transfer will not result in an increase in the real property taxes for the Premises and Improvements that would cause the debt service coverage ratio of the Debt with respect to the Transferor and each immediately succeeding twelve (12) month period to be less than the debt service coverage ratio of the Offerees their respective portions of Debt for the sales price of the shares sold or otherwise disposed of pursuant theretotwelve (12) month period immediately preceding such transfer, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof in each case as may be reasonably requested determined by the OffereesLender.

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

Sales. (a) Upon acceptance Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all of the Buyer's Article III Offer, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities Collateral that constitutes securities to be sold by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or otherwise disposed 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 pursuant purchasers who will be obliged to agree, among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the Article III Offer by distribution or resale thereof. Each Loan Party acknowledges and agrees that any such Offeree, free private sale may result in prices and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell other terms less favorable to the Buyer seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall, to the extent permitted by law, be deemed to have been made in a commercially reasonable manner. Unless required by a Requirement of Law, the Agent shall not be under any obligation to delay a sale of any of such Collateral to be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States or otherwise dispose ofunder any applicable federal or state securities laws, on behalf even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the extent that such Loan Party may do so under Requirements of itself Law, all such other acts and things as may be necessary to make such sales or resales of any portion or all of such Collateral or other property to be sold valid and binding and in compliance with any and all Requirements of Law at the Loan Parties’ expense. Each Loan Party further agrees that a breach of any of the covenants contained in this Section 11-2 will cause irreparable injury to the Agent and the OffereesLenders for which there is no adequate remedy at law and, up as a consequence, agrees that 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 number fullest extent permitted by law, not to assert as a defense against an action for specific performance of shares 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 Restricted Securities covered such breach. Each Loan Party further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Article III Offer (Agent and the number Lenders by reason of Transferor Shares). If all a breach of any of the covenants contained in this Section 11-2 and, consequently, agrees that, if such shares are not sold to the Buyer, the Transferor, at its option, may elect to sell on behalf Loan Party shall breach any of itself such covenants and the Offerees Agent or the Lenders shall ▇▇▇ for damages for such number of shares as the Buyer will purchasebreach, 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 as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer Loan Party shall pay to the Transferor and each Agent, for the benefit of the Offerees their respective portions Agent and the Lenders, as liquidated damages and not as a penalty, an aggregate amount equal to the value of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale Collateral or other disposition and property to be sold on the terms thereof as may be reasonably requested by date the OffereesAgent 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) Upon acceptance The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to time. The power of sale hereunder shall not be exhausted by any sale as to any part or parcel of the Buyer's Article III OfferMortgaged Property which is not sold, each Offeree shallunless and until the Secured Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a reasonable period prior whole or in part or parcels and as provided in Section 5.03, the Mortgagor has thereby waived its right to direct the closing of such Article III Sale, deliver to order in which the Transferor a certificate Mortgaged Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer Any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly After each sale, the Person conducting such sale shall execute and deliver to the 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 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 such Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the conduct of such sale, but in the name and on behalf of the Person 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, 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 consummation application of such purchase price or any part thereof upon or for any trust or purpose of this Mortgage or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (f) Subject to mandatory provisions of Applicable Law, any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the Mortgaged Property sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and any and all Persons claiming such Mortgaged Property or any interest therein by, through or under the Mortgagor. (g) At any sale, the Mortgagee may bid for and acquire the Mortgaged Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale or other disposition and the cost of any enforcement proceeding hereunder, the amount of the Transferor Shares and shares of Restricted Securities 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 Offerees Mortgaged Property, after the exercise by the Mortgagee of the Mortgagee’s remedies under Section 5.02(a)(v) or after any sale of the Mortgaged Property pursuant hereto, then the Mortgagor or such Person shall be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of summary process for possession of land, or subject to any other right or remedy available hereunder or under Applicable Law. (i) Upon any sale, it shall not be necessary for the Buyer pursuant 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 Article III OfferMortgagee, the Transferor shall notify Mortgagee may at any time before the Offerees thereofsale abandon the sale, and may institute suit for the Buyer shall pay to the Transferor and each collection of the Offerees their respective portions Secured Obligations or for the foreclosure of this Mortgage; or if the Mortgagee should institute a suit for collection of the sales price Secured Obligations or the foreclosure of this Mortgage, the shares sold or otherwise disposed Mortgagee may at any time before the entry of pursuant thereto, final judgment in said suit dismiss the same and shall furnish such other evidence sell the Mortgaged Property in accordance with the provisions of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesthis Mortgage.

Sales. (a) Upon acceptance By execution of this Agreement, each Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under, the following (the “Transferred Assets”): (i) the Receivables existing at the opening of business on the Closing Date, and thereafter created from time to time (other than any Receivables arising in an Account that is a Suspended Account at such time or a Designated ABL Account) until the Agreement Termination Date (or, if applicable, the Seller Termination Date relating to such Seller), (ii) with respect to any Designated ABL Account, (x) Principal Receivables in an amount equal to the applicable Sold Percentage of all Principal Receivables existing at the opening of business on the related Addition Date and all Non-Principal Receivables created on and after the Addition Date relating thereto, and (y) on each day on which the applicable Seller originates additional Principal Receivables, the applicable Sold Percentage of all Principal Receivables thereafter created from time to time (other than any Receivables arising in an Account that is a Suspended Account) until the Agreement Termination Date (or, if applicable, the Seller Termination Date relating to such Seller) and all Non-Principal Receivables relating thereto, (iii) the Collateral Security and Collections with respect to all Transferred Receivables and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto, all Insurance Proceeds relating thereto and all amounts received in connection with Credit Insurance relating thereto or the proceeds thereof, (iv) without limiting the generality of the Buyer's Article III Offerforegoing or the following, all of such Seller’s rights to receive payments from any 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 assumption by Buyer of any obligation of any Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements, any Participation Agreement or any Syndicated Financing Agreement or any obligation to any Dealer or any Manufacturer. For the avoidance of doubt, notwithstanding the foregoing conveyance, each Offeree shallSeller shall retain the right or obligation, within a reasonable period prior as applicable, to the closing make all extensions of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of credit pursuant to the Article III Offer by such Offereeterms of the related Financing Agreements, free and clear ofsubject 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 agreed that, in the case of this clause (x), the Collections transferred to Buyer shall include all Collections since July 31, 2004), and (y) on each Purchase Date, as to all Transferred Assets arising since the prior Purchase Date. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, the TransferorEach Seller agrees, at its optionown expense, may elect (i) on or prior to sell (x) the Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate computer files that Receivables created (or reassigned, if applicable, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to a Seller or its designee, if applicable, in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such computer files a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) except as provided in Section 2.7(b), on behalf of itself and or prior to the Offerees such number of shares as the Buyer will purchasedate referred to in clauses (i)(x), Pro Rata among the Transferor and the Offerees(y) or (z), as nearly as practicableapplicable, to deliver to Buyer an Account Schedule. The material terms of initial such saleAccount Schedule, including, without limitation, price as supplemented from time to time to reflect Additional Accounts and form of considerationRemoved Accounts, shall be marked as set forth Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the code referenced in clause (i) of this paragraph has been included with respect to any Account, each Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account or a Suspended Account or any Suspended Account subsequently ceases to be a Suspended Account, or (y) such Seller shall have delivered to Buyer at least thirty (30) days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed Transferred Receivables to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall 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 effect. (c) Promptly after the consummation 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 sale or other disposition of Buyer in the Transferor Shares and shares of Restricted Securities of related Transferred Receivables to continue to be perfected with 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 shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested priority required by the Offereesthis Agreement.

Sales. (ai) Upon acceptance Each of the Buyer's Article III OfferBorrower, each Offeree shallthe Collateral Manager, within and the Preferred Investor recognizes that the Administrative Agent may be unable to effect a reasonable period prior public sale of any or all of the Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the closing distribution or resale thereof. Each of the Borrower, the Collateral Manager, and the Preferred Investor acknowledges and agrees that any such Article III Sale, deliver private sale may result in prices and other terms less favorable to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, Administrative Agent on behalf of itself the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (ii) Each of the Borrower, the Collateral Manager, and the OffereesPreferred 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 requirements of applicable law. (iii) Each of the Borrower, up the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants contained in Section 4(d) will cause irreparable injury to the number of shares of Restricted Securities covered by the Article III Offer (Administrative Agent and the number Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of Transferor Shares). If all such shares are breach and, as a consequence, that each and every covenant contained in Section 4(d) shall be specifically enforceable against the Borrower, the Collateral Manager, and the Preferred Investor, and each of the Borrower, the Collateral Manager, and the Preferred Investor hereby waives and agrees not sold 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 BuyerAdministrative 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, the TransferorCollateral Manager, at its option, may elect to sell on behalf of itself and the Offerees such number Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of shares as the Buyer will purchaseSEC staff, Pro Rata among permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the Transferor UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the Code. Pursuant to the UCC, each of the Borrower, the Collateral Manager, and the Offerees, as nearly as practicable. The material terms Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to any Secured Party’s purchase of such sale, including, without limitation, price the Borrower Collateral (through bidding on the obligations or otherwise) and form of consideration, shall be as (y) that a foreclosure sale conducted in conformity with the principles set forth in the Inclusion NoticeNo 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. If 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 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 the Preferred Investor hereby waive any claims against the Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the 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 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 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 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 Preferred Investor at the end address set forth herein of the time and place of such 120-day period foreclosure sale. (vi) Notwithstanding anything in this Section to the Transferor has contrary, (i) the Administrative Agent shall give not completed less than (2) Business Days prior written notice to the sale Collateral Manager of any proposed private sale, transfer or other disposition of all any Borrower Collateral, (ii) the Transferor Shares and all Collateral Manager and/or the Offerees' shares Preferred Investor may, but is not required to, offer to buy any item of Restricted Securities proposed to be sold, the Transferor shall return to each Borrower Collateral following receipt of the Offerees notice described in clause (i) provided that the Administrative Agent shall be entitled to reject such offer in its respective certificatessole discretion and, if anynotwithstanding the delivery of such notice or the receipt of such offer, representing shares of Restricted Securities which the Offerees delivered for sale shall remain entitled to engage other potential buyers and continue with any proposed private sale, transfer or other disposition pursuant described in such notice or to this Article III refrain from selling any such item of Borrower Collateral, in each case, its sole discretion, and which were not sold pursuant thereto and (iii), to the provisions of this Article III shall continue extent any Borrower Collateral is to be disposed of in effect. (c) Promptly after the consummation of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III Offera public sale, the Transferor Collateral Manager and Preferred Investor (and any Affiliate or designee thereof) shall notify be entitled, subject to and in accordance with any rules of such public sale established by the Offerees thereofAdministrative Agent including any standard and customary eligibility requirements for bidders in such public sale, and the Buyer shall pay to the Transferor and bid on each such item of the Offerees their respective portions of the sales price of the shares sold Borrower Collateral being sold, transferred 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 Offereesof.

Sales. (a) Upon acceptance the terms and subject to the conditions set forth herein, each Seller hereby sells, assigns, transfers and conveys to the Purchaser, and the Purchaser hereby purchases from each Seller, all of such Seller's right, title and interest, whether now owned or hereafter acquired and wherever located, in, to and under such Seller's Receivables outstanding on the Original Closing Date and thereafter owned by such Seller (including on the Amendment Effective Date) through any Purchase Termination Date, together with all Related Security and Collections with respect thereto and all Proceeds of the Buyer's Article III Offerforegoing. Such Receivables, each Offeree shallexpressed as a Dollar amount, within a reasonable period prior shall be equal to the closing Outstanding Balance of such Article III Salethe Receivables from time to time. Any sale, deliver assignment, transfer and conveyance hereunder does not constitute an assumption by the Purchaser of any obligations of the Sellers, the Originator or any other Person to the Transferor a certificate Restaurants or certificates representing to any other Person in connection with the shares of Restricted Securities to be sold Receivables or otherwise disposed of pursuant under any Related Security or any other agreement or instrument relating to the Article III Offer by such Offeree, free and clear ofReceivables. (b) The Transferor shall have 120 daysEach Seller agrees to record and file on or prior to the Original Closing Date and, commencing to the extent applicable, on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, the TransferorAmendment Effective Date, at its optionown expense, may elect a financing statement or statements with respect to sell on behalf of itself such Seller's Receivables and the Offerees other property described in subsection 2.1(a) sold ----------------- by such number Seller hereunder meeting the requirements of shares applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the Buyer will purchaseinterests of the Purchaser created hereby under the Relevant UCC against all creditors of, Pro Rata among the Transferor and purchasers from, such Seller and the OffereesOriginator, as nearly as practicable. The material terms and to deliver either the originals of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end financing statements or a file-stamped copy of such 120-day period the Transferor has not completed the sale financing statements or other disposition evidence of all such filings to the Transferor Shares and all Purchaser on or prior to the Offerees' shares of Restricted Securities proposed Original Closing Date and, to be soldthe extent applicable, on the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectAmendment Effective Date. (c) Promptly after Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the consummation Purchaser may reasonably request in order to perfect or protect the interest of the Purchaser in the Receivables purchased hereunder or to enable the Purchaser to exercise or enforce any of its rights hereunder. Without limiting the foregoing, each Seller will, in order to accurately reflect this purchase and sale transaction, execute and file such financing or other disposition continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) as may be requested by the Purchaser and ▇▇▇▇ its respective master data processing records (or related subledger) with a legend describing the purchase by the Purchaser of such Seller's Receivables and the lien of the Transferor Shares and shares of Restricted Securities Administrative Agent (for the benefit of the Offerees to Initial Purchasers and the Buyer APA Bank Purchasers thereunder) pursuant to the Article III OfferReceivables Transfer Agreement and stating "An interest in these rights to receive has been granted to The Chase Manhattan Bank, as Administrative Agent, on behalf of the Initial Purchasers, the Transferor APA Bank Purchasers and the Funding Agents, pursuant to a Receivables Transfer Agreement dated as of December 30, 1999, as amended and restated as of May [___], 2001 and as the same may be amended, supplemented or otherwise modified and in effect." Each Seller shall, upon request of the Purchaser, obtain such additional search reports as the Purchaser shall notify reasonably request. To the Offerees thereoffullest extent permitted by applicable law, the Purchaser shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without any Seller's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. (d) It is the express intent of the Sellers and the Purchaser that each conveyance of the Receivables by a Seller to the Purchaser pursuant to this Agreement be construed as a sale of such Receivables by such Seller to the Purchaser. Further, it is not the intention of the Sellers and the Purchaser that such conveyance be deemed a grant of a security interest in the Receivables by any Seller to the Purchaser to secure a debt or other obligation of such Seller. However, in the event that, notwithstanding the intent of the parties, any Seller's Receivables are construed to constitute property of the applicable Seller, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the Relevant UCC; and (ii) any of the conveyances by a Seller provided for in this Agreement shall be deemed to be, and such Seller hereby grants to the Purchaser, a security interest in, to and under all of such Seller's right, title and interest in, to and under such Seller's Receivables, together with all Related Security and Collections with respect thereto and all Proceeds of the foregoing and, with respect to TMN, the Assigned Rights, to secure the rights of the Purchaser set forth in this Agreement or as may be determined in connection therewith by applicable law. The Sellers and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Receivables, such security interest would be a perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement. (i) On the Original Closing Date, each Seller sold, assigned, transferred and conveyed to the Purchaser, and the Buyer shall pay Purchaser hereby purchased from each Seller, an undivided interest in, to and under all such Seller's right, title and interest in, to and under the tradenames, trademarks and service marks listed on Schedule I hereto. (ii) Each Seller hereby agrees to sell, assign, transfer and convey to the Transferor and each of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant theretoPurchaser, and the Purchaser hereby agrees to purchase from each Seller, an undivided interest in, to and under all such Seller's right, title and interest in, to and under the tradenames, trademarks and service marks listed on Schedule I-A hereto on the ------------ date three (3) days after the "statement of use" relating to any such tradename, trademark and/or service ▇▇▇▇ shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested have been accepted by the Offerees.United States Patent and Trademark Office ("PTO"). ---

Sales. (a) Upon acceptance its exercise of the Buyer's Article III Offeran Inclusion Right, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities and/or Restricted Preferred Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of all Liens, and a limited power-of-attorney authorizing the Transferor to sell or otherwise dispose of such shares of Restricted Securities and/or Restricted Preferred Securities pursuant to the terms of the Article III Offer, provided, however, that in the event that the purchase and sale of Restricted Securities or Restricted Preferred Securities contemplated by the Article III Offer is not completed, such certificate(s) and power-of-attorney shall be returned to the Offeree in accordance with Section 3.2(c) promptly upon request by the Offeree. (b) The Transferor shall have 120 days, until one hundred twenty (120) days commencing on the expiration of the 30 day period following delivery of the Inclusion Notice is mailedNotice, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities and/or Restricted Preferred Securities covered by the Article III Offer (and the number of Transferor Shares)) to the Buyer. If all such shares are not sold to the Buyer, 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 Transferor Transferee and the Offereeseach Offeree, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities and/or Restricted Preferred Securities (if any) proposed to be soldsold to the Buyer, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities and/or Restricted Preferred Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the Transferor Shares and shares of 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 shares 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 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 Transferor is in the sole and absolute discretion of the Transferor.

Sales. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (aA) Upon acceptance Following the occurrence of any 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 Escrow Agent, following the occurrence of any Amortization Triggering Event, shall be satisfactory to Lender. (B) With respect to each sale of a Pledged Interval, Borrower shall deliver, or cause to be delivered, to Lender the Release Fee required hereunder for such Pledged Interval, and following the occurrence of any Amortization Triggering Event, the Release Price required hereunder for such Pledged Interval. Following the occurrence of any Amortization Triggering Event, upon receipt of payment of the Buyer's Article III OfferRelease Price, each Offeree Lender shall credit the Release Price payment as provided in Section 2.3(a)(ii) hereof. (C) Lender reserves the right to adjust and re-calculate the Release Price (i) in the event of a reduction in the number of Pledged Intervals then remaining, (ii) if the purchase price under any Contract is less than ninety percent (90%) of the Retail Value set forth in Schedule 4 for such Timeshare Interest constituting a Pledged Interval, or (iii) if Lender determines in its sole discretion that sales of the remaining Pledged Intervals are insufficient to enable all Obligations arising under this Agreement and the other Loan Documents to be repaid in full on or before Borrower’s sale of seventy-five percent (75%) of the aggregate number of all Pledged Intervals. (D) Following the occurrence of any Amortization Triggering Event, Borrower shall, within a reasonable period prior or if applicable, shall instruct the Escrow Agent, to deliver the closing applicable Release Price in respect of such Article III Saleeach Pledged Interval sold, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant requested by Borrower to be released from the Article III Offer Liens created by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself this Agreement and the Offereesother Security Documents, up to the number of shares of Restricted Securities covered received by the Article III Offer (and Escrow Agent on or before the number 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 Transferor Shares). If all such shares are not any partial release of its Lien related to a sold Pledged Interval prior to Lender’s receipt of the BuyerRelease Fee and, following the occurrence of an Amortization Triggering Event, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectRelease Price. (cE) Promptly after Following the consummation occurrence and during the continuance of the sale or other disposition an Event of the Transferor Shares and shares of Restricted Securities of the Offerees Default, unless otherwise agreed to the Buyer pursuant by Lender, Lender shall not be obligated 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 shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesrelease its Lien on any Collateral.

Sales. (a) Upon acceptance Each Loan Party recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Buyer's Article III Offer, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities Collateral that constitutes securities to be sold by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or otherwise disposed 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 pursuant Lenders who will be obliged to agree, among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the Article III Offer by distribution or resale thereof. Each Loan Party acknowledges and agrees that any such Offeree, free private sale may result in prices and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell other terms less favorable to the Buyer seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall, to the extent permitted by law, be deemed to have been made in a commercially reasonable manner. Unless required by applicable Law, the Administrative Agent shall not be under any obligation to delay a sale of any of such Collateral to be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States or otherwise dispose ofunder any applicable federal or state securities laws, on behalf even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the extent that such Loan Party may do so under the Law, all such other acts and things as may be necessary to make such sales or resales of itself any portion or all of such Collateral or other property to be sold valid and binding and in compliance with any and all Laws at the Loan Parties’ expense. Each Loan Party further agrees that a breach of any of the covenants contained in this Section 8.02 will cause irreparable injury to the Administrative Agent and the OffereesLenders for which there is no adequate remedy at law and, up as a consequence, agrees that 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 number fullest extent permitted by law, not to assert as a defense against an action for specific performance of shares 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 Restricted Securities covered such breach. Each Loan Party further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Article III Offer (Administrative Agent and the number Lenders by reason of Transferor Shares). If all a breach of any of the covenants contained in this Section 8.02 and consequently, agrees that, if such shares are not sold to the Buyer, the Transferor, at its option, may elect to sell on behalf Loan Party shall breach any of itself such covenants and the Offerees Administrative Agent or the Lenders shall ▇▇▇ for damages for such number of shares as the Buyer will purchasebreach, 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 as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer Loan Party shall pay to the Transferor and each Administrative Agent, for the benefit of the Offerees their respective portions Administrative Agent and the Lenders, as liquidated damages and not as a penalty, an aggregate amount equal to the value of the sales price Collateral or other property to be sold on the date the Administrative Agent (acting at the direction of the shares sold or otherwise disposed of pursuant thereto, and Required Lenders) 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 Offereesdemand compliance with this Section 8.02(b).

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

Sales. (ai) Upon acceptance Each of the Buyer's Article III OfferBorrower, the Collateral Manager, each Offeree shallLender and each Investor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Collateral, within by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a reasonable period prior restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the closing distribution or resale thereof. Each of the Borrower, the Collateral Manager, each Lender and each Investor acknowledges and agrees that any such Article III Sale, deliver private sale may result in prices and other terms less favorable to the Transferor Administrative Agent than if such sale were a certificate or certificates representing the shares public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicablebeing a private sale. The material terms of such sale, including, without limitation, price and form of consideration, Administrative Agent shall be as set forth in the Inclusion Notice. If at the end under no obligation to delay a sale of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each any of the Offerees its respective certificatesCollateral 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 any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant Borrower would agree to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectdo so. (cii) Promptly after the consummation Each of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferBorrower, the Transferor shall notify the Offerees thereof, and the Buyer shall pay to the Transferor Collateral Manager and each of the Offerees their respective portions of the sales price of the shares sold Investor further shall use its commercially reasonable efforts to do or otherwise disposed of pursuant thereto, and shall furnish cause to be done all such other evidence acts (other than any registration of the completion of any such sale or other disposition and any applicable securities under the terms thereof Securities Act) as may be reasonably requested by the OffereesAdministrative Agent and necessary to make any sale or sales of all or any portion of the Collateral pursuant to this Section 5(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager and each Investor further agrees that a breach of any of their covenants contained in this Section 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, subject to Section 5(i), 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, the Collateral Manager, each Lender and each 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 the Administrative Agent has acted in accordance with Section 5(i) and otherwise in a commercially reasonable manner in conducting such private sale.

Sales. (a) Subject to the terms and conditions of this Agreement, the Trust Depositor shall sell and assign to the Trust the Trust Assets from time to time designated and identified for purchase in accordance with SECTION 2.2 hereof, and the Trust agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Purchase Period Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Trust be obligated to make any Purchase if, after giving effect to such Purchase, either (i) the aggregate Outstanding Amount for all Classes of Notes would exceed the Note Purchase Limit or (ii) the aggregate Outstanding Amount for all Classes of Notes would exceed Availability. Upon acceptance the payment of the Buyer's Article III Offerrelated Cash Purchase Price (as defined below) for the Initial Purchase or any Incremental Purchase, each Offeree shallthe Trust Depositor shall have, within a reasonable period prior and shall be deemed hereunder to have, irrevocably and absolutely sold, assigned, transferred and conveyed to the closing Trust, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of such Article III Sale, deliver the Trust Depositor in and to the Transferor a certificate Trust Assets relating to such Initial Purchase or certificates representing Incremental Purchase, as the shares case may be. The aggregate amount of Restricted Securities to be sold or otherwise disposed of pursuant to all advances made by the Article III Offer by such Offeree, free and clear ofNoteholders during the Purchase Period shall not exceed the Note Purchase Limit. (b) The Transferor purchase price for the Purchased Receivables in each Asset Pool Portion shall have 120 daysbe 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, commencing multiplied by (ii) the Credit Enhancement Factor(s) in effect on such Purchase Date. Subject to the satisfaction of the conditions and on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyerterms set forth herein, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer Trust shall pay to the Transferor and each Trust Depositor the Cash Purchase Price for the Purchased Receivable on the related Purchase Date in accordance with the provisions of SECTION 2.2(B). On the date of the Offerees their respective portions Initial Purchase, on each Incremental Purchase Date and on each Subsequent Transfer Date, the Trust Depositor shall sell, transfer, assign, set over and otherwise absolutely convey to the Trust by execution of an Assignment substantially in the sales price form of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offerees.EXHIBIT H hereto:

Sales. (a) Upon acceptance By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under, (i) the Participation Interests existing at the opening of business on the Closing Date, and thereafter created from time to time until the Agreement Termination Date, (ii) the Requisite Percentage of the Buyer's Article III OfferRelated Security for the Underlying Receivables relating to such Participation Interests, each Offeree shall, within a reasonable period prior (iii) the Requisite Percentage of all Collections with respect to the closing Underlying Receivables relating to such Participation Interests, including, without duplication, any Recoveries allocated to such Participation Interests, (iv) without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Retailer on account of in-store payments and other amounts received by such Retailer in payment of such Article III SaleReceivables and (v) all proceeds of all of the foregoing (collectively, deliver the “Transferred Assets”); provided that Seller may in its discretion contribute Transferred Assets to Buyer from time to time. As of each day during the Transferor a certificate term of this Agreement, Buyer shall become the legal owner and the owner for tax purposes of the Participation Interests created on such day. The foregoing does not constitute and is not intended to result in the creation or certificates representing assumption by Buyer of any obligation of any Originator, Seller or any other Person in connection with the shares Accounts or the Underlying Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Retailers, clearance systems or insurers. The foregoing conveyance shall be effective (x) on the Closing Date, as to all Transferred Assets then existing and (y) thereafter, instantaneously upon the creation of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofeach Transferred Asset. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, the TransferorSeller agrees, at its optionown expense, may elect (i) on or prior to sell (x) the Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate computer files that Participation Interests created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such computer files a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on behalf of itself and or prior to the Offerees such number of shares as the Buyer will purchasedate referred to in clause (i)(x), Pro Rata among the Transferor and the Offerees(y) or (z), as nearly as practicableapplicable, to deliver to Buyer an Account Schedule. The material terms of initial such saleAccount Schedule, including, without limitation, price as supplemented from time to time to reflect Additional Accounts and form of considerationRemoved Accounts, shall be marked as set forth Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the code referenced in clause (i) of this paragraph has been included with respect to any Account, 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 (y) Seller shall have delivered to Buyer 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 Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed Participation Interests to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be perfected with the priority required by this Agreement. At any time that the code referenced in effectclause (i) is included with respect to any account, such account shall be a “Flagged Account”. (c) Promptly after Seller may in the consummation future convey a portion of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees Interchange relating to the any Account to Buyer pursuant to an agreement supplemental hereto in form and substance satisfactory to Seller and Buyer. (d) On or prior to the Article III OfferClosing Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Closing Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Transferor shall notify the Offerees thereoftransfer and assignment of its interest in such Transferred Assets to Buyer, and the Buyer shall pay to the Transferor and deliver a file stamped copy of each of the Offerees their respective portions of the sales price of the shares sold such financing statement or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion such filing (which may, for purposes of this Section 2.1 consist of telephone confirmation of such sale filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Closing Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall be under no obligation whatsoever to file such financing or continuation statements or to make any other disposition filing under the UCC in connection with such transfer and the terms thereof as may be reasonably requested by the Offereesassignment.

Sales. (a) Upon acceptance If the aggregate book value of any assets of the Buyer's Article III OfferPrincipal and/or any Material Subsidiary which are sold, each Offeree shallleased, within a reasonable period prior transferred, subjected to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold put/call arrangements or otherwise disposed of (other than pursuant to any of the Article III Offer transactions described in subsections (a) to (g) hereof) during a fiscal year of the Principal, exceeds 40% of the book value of Consolidated Tangible Assets, each such book value to be calculated by reference to the most recently available audited consolidated financial statements of the Principal, then the Principal shall (i) cause the Net Cash Proceeds arising from any such Offereesales, free leases, transfers, put/call arrangements or other dispositions 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 clear of(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) The Transferor shall have 120 dayssales, commencing on the day the Inclusion Notice is mailed, in which to sell transfers and other dispositions to the Buyer Principal or otherwise dispose ofa Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that is not a Material Subsidiary shall be at prices not less favourable than could be obtained on behalf of itself an arm’s-length basis from unrelated third parties, it being understood that prices determined in accordance with the Principal’s policies and the Offerees, up to the number of shares of Restricted Securities covered relevant tax or regulatory requirements as customarily applied by the Article III Offer (and the 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 the Offerees such number of shares as the Buyer Principal 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 as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed deemed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect.on arm’s-length basis; (c) Promptly after sales, transfers and other dispositions under consideration on the consummation date hereof and the possibility of which was disclosed in the Disclosure Schedule; (d) Financing Leases and sales of accounts receivable or rights in respect thereof, not otherwise prohibited under any of the sale Facility Documents; (e) (i) easements or other disposition similar covenant agreements that relate to and/or benefit the operation of the Transferor Shares and shares of Restricted Securities property of the Offerees to Principal or any Subsidiary, do not materially or adversely affect the Buyer use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm’s-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings not prohibited hereunder; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be made for fair value as determined by the Article III OfferPrincipal 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 Transferor continuance of a Specified Event of Default, shall notify the Offerees thereof, be deposited and the Buyer shall pay to the Transferor and each maintained in accounts of the Offerees their respective portions Principal or such Material Subsidiary, as applicable, subject to a perfected security interest in favour of the sales price of the shares sold EDC in form and substance satisfactory to EDC, acting reasonably. The Principal shall promptly take or otherwise disposed of pursuant thereto, and shall furnish cause to be taken all such other evidence of the completion of actions as are necessary to ensure that such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesperfection is achieved.

Sales. (a) Upon acceptance Subject to the terms and conditions of this Agreement, each Originator shall sell, transfer, assign and convey, without recourse (except as expressly provided herein), to the Purchaser all of its present and future right, title and interest in, to and under: (i) all existing Receivables originated by the Originator and all further Receivables originated from time to time hereafter (excluding, in each case, the Excluded Receivables) as indicated in the Originator Daily Report delivered to the Purchaser on the applicable date of sale; (ii) the Related Property; (iii) all Collections; (iv) all payment, enforcement and other rights (including rescission, replevin or reclamation) of the Buyer's Article III Offer, each Offeree shall, within a reasonable period prior Originator relating to any such Receivable or arising therefrom; (v) all monies due or to become due and all amounts received with respect to the closing items listed in clauses (i) through (iv) above and all proceeds (including anything received upon the sale, exchange, collection or other disposition of such Article III Sale, deliver the foregoing and all “proceeds” as defined in Section 9-306 of the UCC as in effect in the State of New York) thereof; and (vi) any lock-box accounts related to the Transferor a certificate or certificates representing Receivables. Such property described in the shares of Restricted Securities foregoing clauses (i) through (iv) shall be referred to collectively herein as the “Receivable Assets” and shall be considered to be sold or assets that have been sold, transferred, assigned, set over and otherwise disposed of pursuant conveyed by the applicable Originator to the Article III Offer Purchaser upon the delivery to the Purchaser and acceptance by the Purchaser of the applicable Originator Daily Report with respect to such Offeree, free Receivable Assets (which acceptance shall not require the Originator Daily Report to be signed by or on behalf of the Purchaser and clear ofwhich acceptance shall be deemed to occur unless the Purchaser communicates otherwise to the Originator in writing within two (2) Business Days after the Purchaser’s receipt of the Daily Report) (such date of acceptance hereinafter referred to as the “Purchase Date”) without any further action by the applicable Originator or any other Person. (b) The Transferor applicable Originator and the Purchaser hereby acknowledge and agree that it is their mutual intent that (a) every transfer of Receivable Assets to the Purchaser hereunder shall be an absolute, unconditional, “true” sale and not a mere granting of a security interest to secure a loan to or from the Purchaser, (b) the Originators shall not retain any interest in the Receivable Assets after the sale thereof hereunder and (c) the Receivables sold hereunder shall not be part of the applicable Originator’s insolvency or bankruptcy estate in the event an insolvency or delinquency proceeding or a bankruptcy petition or other action shall be commenced or filed by or against such Originator under any insolvency or bankruptcy law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed by any relevant Governmental Authority for any reason whatsoever, whether for limited purposes or otherwise, to be a security interest granted to secure indebtedness of an Originator, such Originator shall be deemed to have 120 daysgranted to the Purchaser a perfected first priority security interest under Article 9 of the UCC in the applicable jurisdictions in all of its right, commencing on the day the Inclusion Notice is mailedtitle and interest in, to and under, in which each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, the Receivables sold by such Originator and the other Receivable Assets related to sell such Receivables, and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the amounts paid hereunder, subject to the Buyer other terms and conditions of this Agreement, together with such other obligations or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, the Transferor, at its option, interests as may elect to sell on behalf of itself and the Offerees such number of shares as the Buyer will purchase, Pro Rata among the Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth arise hereunder in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each favor of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectparties hereto. (c) Promptly after In connection with any transfer, assignment, conveyance and sale pursuant to Section 2.1(a), each Originator hereby agrees to record and file, or cause to be recorded and filed, at its own expense, financing statements or other similar filings (and continuation statements with respect to such financing statements or other similar filings when applicable), (i) with respect to the consummation Receivables and (ii) with respect to any other Receivable Assets for which an assignment or the creation of a security interest (as defined in the applicable UCC or other similar applicable laws, legislation or statute) may be perfected under the applicable UCC or other applicable laws, legislation or statute by such filing, in each case meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect and maintain the perfection of the transfer, assignment, conveyance and sale or of such Receivables and any other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees Receivable Assets related to such Receivables to the Buyer pursuant Purchaser, and to deliver to the Article III Offer, Purchaser on or before the Transferor shall notify Effective Date a file-stamped copy or certified statement of such financing statement (or 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 shares sold similar filing) or otherwise disposed of pursuant thereto, and shall furnish such other evidence of such filing. (d) In connection with the completion transfer, assignment, conveyance and sale pursuant to Section 2.1(a), each Originator agrees at its own expense, with respect to the Receivables originated by it, that it will, as agent of the Purchaser, (i) on the Effective Date and thereafter, indicate or cause to be indicated on the computer files and other physical records (but not including individual invoices or individual collection files) relating to such Receivables (by means of a general legend that will automatically appear at or near the beginning of any screen, list or print-out of such sale Receivables) that all such Receivables and all other Receivable Assets included in such screen, list or other disposition print-out have been transferred, assigned, conveyed and sold to the terms thereof Purchaser in accordance with this Agreement and (ii) acknowledge, deliver or transmit or cause to be delivered or transmitted to the Purchaser an Originator Daily Report containing at least the information specified in Schedule 2.1(d) hereto as may be reasonably requested to all such Receivables originated by it, as of the applicable date of sale. (e) All sales of Receivables by the OffereesOriginators hereunder shall be without recourse to, or any representation or warranty of any kind (express or implied) by, the Originators except as otherwise specifically provided herein. The foregoing sale, assignment, transfer and conveyance does not constitute and is not intended to result in the creation or assumption by the Purchaser of any obligation of any Originator or any other person in connection with the Receivables or any agreement or instrument relating thereto, including any obligation to any Obligor.

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) Upon acceptance The Mortgagee or the court officer (whichever is the Person conducting any sale) may conduct any number of sales from time to time. The power of sale hereunder or with respect hereto shall not be exhausted by any sale as to any pan or parcel of the Buyer's Article III OfferMortgaged Property which is not sold, each Offeree shallunless and until the Secured Obligations shall have been paid in full, within and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a reasonable period prior whole or in part or parcels and, as provided in Section 5.03, the Mortgagor has waived its right to direct the closing of such Article III Sale, deliver to order in which the Transferor a certificate Mortgaged Property or certificates representing the shares of Restricted Securities to be sold any part or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofparcel thereof is sold. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer Any sale may be postponed or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered adjourned by the Article III Offer (and the 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 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 as set forth in the Inclusion Notice. If public announcement at the end of time and place appointed for such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for such postponed or adjourned sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectwithout further notice. (c) Promptly After each sale, the Person conducting such sale shall execute and deliver to the 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 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 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 Mortgaged 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 consummation 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) 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 or other disposition and the cost of any enforcement proceeding hereunder, the amount of the Transferor Shares and shares of Restricted Securities 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 Offerees Mortgaged Property, after the exercise by the Mortgagee of the Mortgagee's remedies under Section 5.02(a)(v) or after any sale of the Mortgaged Property pursuant hereto, then the Mortgagor or such Person shall be deemed a tenant at sufferance of the purchaser at such sale, subject to eviction by means of summary process for possession of land, or subject to any other right or remedy available hereunder or under applicable law. (i) Upon any sale, it shall not be necessary for the Buyer pursuant 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 Article III OfferMortgagee, the Transferor shall notify Mortgagee may at any time before the Offerees thereofsale abandon the sale, and may institute suit for the Buyer shall pay to the Transferor and each collection of the Offerees their respective portions Secured Obligations or for the foreclosure of this Mortgage; or if the Mortgagee shall institute a suit for collection of the sales price Secured Obligations or the foreclosure of this Mortgage, the shares sold or otherwise disposed Mortgagee may at any time before the entry of pursuant thereto, final judgment in said suit dismiss tile same and shall furnish such other evidence sell the Mortgaged Property in accordance with the provisions of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesthis Mortgage.

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, each Offeree shallnotwithstanding such circumstances, within agree that -98- USActive 55502425.1255502425.13 any such private sale shall not be deemed to have been made in a reasonable period prior to the closing commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 days, commencing on Each of the day Borrower and the Inclusion Notice is mailed, Collateral Manager further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agents have no adequate remedy at law in respect of itself 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 OffereesCollateral Manager, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto Borrower and the provisions Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of this Article III shall continue to be such covenants except for a defense that there has been a Payment in effectFull. (c) Promptly after Pursuant to the consummation UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or other disposition was less than the aggregate amount of the Transferor Shares Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and shares of Restricted Securities 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 Offerees to the Buyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, Borrower and the Buyer Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions 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 sales price 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 shares sold time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or otherwise disposed in any Facility Document, in connection with any liquidation or disposition of pursuant theretothe Collateral, including without limitation, upon the USActive 55502425.1255502425.13 termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and shall furnish such other evidence the intent of the completion 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 sale purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or other its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the terms thereof as may be reasonably requested by the OffereesCollateral pursuant to this Section 6.04(e).

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower and the Servicer recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Servicer acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, each Offeree shallnotwithstanding such circumstances, within agree that any such private sale shall not be deemed to have been made in a reasonable period prior to the closing commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 days, commencing on Each of the day Borrower and the Inclusion Notice is mailed, Servicer further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agents have no adequate remedy at law in respect of itself 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 OffereesServicer, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto Borrower and the provisions Servicer hereby waives and agrees not to assert any defenses against an action for specific performance of this Article III shall continue to be such covenants except for a defense that there has been a Payment in effectFull. (c) Promptly after Pursuant to the consummation 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 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 Servicer agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the 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 other disposition was less than the aggregate amount of the Transferor Shares Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and shares of Restricted Securities 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 Offerees to the Buyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, Borrower and the Buyer Servicer hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions 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 sales price State of New York; and (iii) not more than thirty (30) days before, and not less than two (2) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Servicer at the address set forth herein of the shares sold time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or otherwise disposed in any other Facility Document, upon the declaration that the unpaid principal amount of pursuant theretoall outstanding Loans, all Interest accrued and unpaid thereon, and shall furnish such all other evidence 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 completion 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 sale or other disposition and the terms thereof as may be reasonably requested notice by the OffereesBorrower 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, the Administrative Agent and any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Servicer pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Loans to occur, in each case during the Standstill Period.

Sales. Lender shall consent to (ax) Upon acceptance one or more Transfers of the Buyer's Article III OfferProperty 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 such hereinafter, a “Sale”) to any person or entity provided that, for each Sale, each Offeree shallof the following terms and conditions are satisfied: (1) No Default and no Event of Default is then continuing hereunder or under any of the other Loan Documents; (2) Borrower gives Lender written notice of the terms of such prospective Sale not less than sixty (60) days before the date on which such Sale is scheduled to close and, within concurrently therewith, gives Lender all such information concerning the proposed transferee of the Property or the proposed owner of the direct or indirect interest in the Borrower for which consent is required under this Section 2.9, as applicable (hereinafter, “Buyer”) as Lender would require in evaluating an initial extension of credit to a borrower and pays to Lender a non-refundable application fee in the amount of $5,000. Lender shall have the right to approve or disapprove the proposed Buyer. In determining whether to give or withhold its approval of the proposed Buyer, Lender shall consider the Buyer’s experience and track record in owning and operating facilities similar to the Property, the Buyer’s financial strength, the Buyer’s general business standing and the Buyer’s relationships and experience with contractors, vendors, tenants, lenders and other business entities; provided, however, that, notwithstanding Lender’s agreement to consider the foregoing factors in determining whether to give or withhold such approval, such approval shall be given or withheld based on what Lender determines to be commercially reasonable period prior 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 closing of such Article III Sale, deliver a non-refundable assumption fee in an amount equal to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free all out-of-pocket costs and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such saleexpenses, including, without limitation, price reasonable attorneys’ fees and Rating Agency fees, incurred by Lender in connection with the Sale, plus an amount equal to one percent (1.0%) of the then outstanding principal balance of the Note; (4) In the event that such Sale is a Transfer of the Property in its entirety, the Buyer assumes and agrees to pay the Debt subject to the provisions of Section 6.27 hereof and, in all cases (whether such Sale is a Transfer of the Property in its entirety or a Transfer of direct or indirect interests in the Borrower for which consent is required under this Section 2.9), prior to or concurrently with the closing of such Sale, the Buyer executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers such legal opinions (including, without limitation, a REMIC opinion) as Lender may 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 considerationthe 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 set forth in to relieve Borrower of any personal liability under the Inclusion Notice. If at Note or any of the end other Loan Documents for any acts or events occurring or obligations arising prior to or simultaneously with the closing of such 120-day period Sale, whether or not same is discovered prior or subsequent to the Transferor has 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 completed caused by or arising out of any acts or events occurring or obligations arising prior to or simultaneously with the sale closing of such Sale; (10) Such Sale is not construed so 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 closing of such Sale, and each such current Indemnitor executes, without any cost or expense to Lender, such documents and agreements as Lender shall reasonably require to evidence and effectuate the ratification of each such guaranty and indemnity agreement. In the event that such Transfer is a Sale of the 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 disposition 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 Transferor Shares organization and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each formation of the Offerees its respective certificatesBuyer and of the entities, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation are partners of the sale or other disposition Buyer. In the event that such Sale is a Transfer of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferProperty in its entirety, the Transferor shall notify the Offerees thereof, and the Buyer shall pay 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 yet occurred, Lender shall, in its sole discretion, have approved the Sale; and (13) The applicable transfer will not result in an increase in the real property taxes for the Premises and Improvements that would cause the debt service coverage ratio of the Debt with respect to the Transferor and each immediately succeeding twelve (12) month period to be less than the debt service coverage ratio of the Offerees their respective portions of Debt for the sales price of the shares sold or otherwise disposed of pursuant theretotwelve (12) month period immediately preceding such transfer, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof in each case as may be reasonably requested determined by the OffereesLender.

Sales. (a) Upon acceptance To the extent permitted by Applicable Law, each Trustor waives all claims, damages and demands it may acquire against the Beneficiary arising out of the Buyer's Article III Offer, each Offeree shall, within a reasonable period prior to the closing exercise by them of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares)any rights hereunder. If all such shares are not sold to the Buyer, the Transferor, at its option, may elect to sell on behalf any notice of itself and the Offerees such number of shares as the Buyer will purchase, Pro Rata among the Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the a proposed sale or other disposition of all the Transferor Shares Encumbered Property shall be required by law, such notice shall be deemed reasonable and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, proper if any, representing shares of Restricted Securities which the Offerees delivered for given at least ten (10) days before such sale or other disposition disposition. Each Trustor recognizes that the Beneficiary may be unable to effect a public sale of any or all the Encumbered Property and may be compelled to resort to one or more private sales thereof. Each Trustor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Trustor waives, to the extent permitted by Applicable Law, any claims against Beneficiary and the Secured Parties arising by 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 this Article III and which were not sold pursuant thereto and the provisions terms hereof, the Beneficiary is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of this Article III shall continue Applicable Law, or in order to be in effect. (c) Promptly after the consummation obtain any required approval of the sale or other disposition of the Transferor Shares purchaser by any Governmental Agency, and shares each Trustor further agrees that such compliance shall not, in and of Restricted Securities itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Beneficiary be liable or accountable to any Trustor for any discount allowed by reason 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 shares fact that such Encumbered Property is sold in compliance with any such limitation 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 Offereesrestriction.

Sales. (a) Upon acceptance By execution of this Agreement, each Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under, the following (the “Transferred Assets”): (i) the Receivables existing at the opening of business on the Closing Date, and thereafter created from time to time until the Agreement Termination Date (or, if applicable, the Seller Termination Date relating to such Seller), together with the Collateral Security and Collections with respect thereto and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without limiting the generality of the Buyer's Article III Offerforegoing or the following, each Offeree shall, within a reasonable period prior to the closing all of such Article III SaleSeller’s rights to receive payments from any Dealer in respect of such Receivables and (iii) all proceeds of all of the foregoing. The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of any Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, deliver including any obligation under the Financing Agreements, the Floorplan Agreements or any Participation Agreement or any obligation to any Dealer or any Manufacturer. The foregoing conveyance shall be effective (x) on the Transferor a certificate or certificates representing Closing Date, as to all Transferred Assets then existing (it being understood and agreed that, in the shares case of Restricted Securities this clause (x), the Collections transferred to be sold or otherwise disposed of pursuant Buyer shall include all Collections since July 31, 2004), and (y) on each Purchase Date, as to all Transferred Assets arising since the Article III Offer by such Offeree, free and clear ofprior Purchase Date. (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself and the Offerees, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, the TransferorEach Seller agrees, at its optionown expense, may elect (i) on or prior to sell (x) the Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate computer files that Receivables created (or reassigned, if applicable, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to a Seller or its designee, if applicable, in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such computer files a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on behalf of itself and or prior to the Offerees such number of shares as the Buyer will purchasedate referred to in clauses (i)(x), Pro Rata among the Transferor and the Offerees(y) or (z), as nearly as practicableapplicable, to deliver to Buyer an Account Schedule. The material terms of initial such saleAccount Schedule, including, without limitation, price as supplemented from time to time to reflect Additional Accounts and form of considerationRemoved Accounts, shall be marked as set forth Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the code referenced in clause (i) of this paragraph has been included with respect to any Account, each Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (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 Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed Transferred Receivables to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectperfected with the priority required by this Agreement. (c) Promptly after the consummation of the sale or other disposition of the 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 Buyer shall pay to the Transferor and each of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offerees.

Sales. (ai) Upon acceptance Each of the Buyer's Article III OfferBorrower Parties, each Offeree shallthe Collateral Manager, within and the Preferred Investor recognizes that the Administrative Agent may be unable to effect a reasonable period prior public sale of any or all of the Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the closing distribution or resale thereof. Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor acknowledges and agrees that any such Article III Sale, deliver private sale may result in prices and other terms less favorable to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, Administrative Agent on behalf of itself the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit the Borrower Parties to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (ii) Each of the Borrower Parties, the Collateral Manager, and the OffereesPreferred 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 requirements of applicable law. (iii) Each of the Borrower Parties, up the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their agreements contained in this Section 4(d) will cause irreparable injury to the number Administrative Agent and the Secured Parties, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of shares such breach and, as a consequence, that each and every agreement contained in this Section 4(d) shall be specifically enforceable against the Borrower Parties, the Collateral Manager, and the Preferred Investor, and each of Restricted the 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, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities covered Act. The UCC permits the Borrower Parties to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Parties, the Collateral Manager, and the Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in the No Action Letters promulgated by the Article III Offer 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 number 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 Transferor Shares). If all such shares are not sold to the BuyerBorrower Parties, the TransferorCollateral 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 part thereof, at its optionany 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 elect be of one or more types that threaten to sell on behalf of itself decline speedily in value. The Borrower Parties, the Collateral Manager, and the Offerees Preferred Investor hereby waive any claims against the Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower 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 number 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 shares as the Buyer will purchaseBorrower Parties, Pro Rata among the Transferor Collateral Manager, and the Offerees, as nearly as practicable. The material terms of such sale, Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions (including, without limitation, price and form of consideration, Section 4(d)(vi) below) shall be as considered a commercially reasonable sale, and each of the 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 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 Preferred Investor at the address set forth in herein of the Inclusion Notice. If at the end time and place of such 120-day period foreclosure sale. (vi) Notwithstanding anything in this Section to the Transferor has contrary, (i) the Administrative Agent shall give not completed less than two (2) Business Days prior written notice to the sale Collateral Manager of any proposed private sale, transfer or other disposition of all any Borrower Collateral, (ii) the Transferor Shares and all Collateral Manager and/or the Offerees' shares Preferred Investor may, but is not required to, offer to buy any item of Restricted Securities proposed to be sold, the Transferor shall return to each Borrower Collateral following receipt of the Offerees notice described in clause (i) provided that the Administrative Agent shall be entitled to reject such offer in its respective certificatessole discretion and, if anynotwithstanding the delivery of such notice or the receipt of such offer, representing shares of Restricted Securities which the Offerees delivered for sale shall remain entitled to engage other potential buyers and continue with any proposed private sale, transfer or other disposition pursuant described in such notice or to this Article III refrain from selling any such item of Borrower Collateral, in each case, its sole discretion, and which were not sold pursuant thereto (iii), to the extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and the provisions Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of this Article III shall continue such public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to be in effect. (c) Promptly after the consummation bid on each such item of the sale or other disposition of the Transferor Shares and shares of Restricted Securities of the Offerees to the Buyer pursuant to the Article III OfferBorrower Collateral being sold, 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 shares sold transferred or otherwise disposed of pursuant theretoof, subject to the same terms and shall furnish conditions applicable to all other participants in such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesauction.

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower, each Offeree shallthe Equityholder and the Servicer recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower, within the Equityholder and the Servicer acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a reasonable period prior public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to the closing have been made in a commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 daysEach of the Borrower, commencing on the day Equityholder and the Inclusion Notice is mailed, Servicer further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agents have no adequate remedy at law in respect of itself 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 OffereesServicer, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the BuyerBorrower, the Transferor, at its option, may elect to sell on behalf of itself Equityholder and the Offerees such number of shares as the Buyer will purchase, Pro Rata among the Transferor Servicer hereby waives and the Offerees, as nearly as practicable. The material terms agrees not to assert any defenses against an action for specific performance of such sale, including, without limitation, price and form of consideration, shall be as set forth covenants except for a defense that there has been a Payment in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectFull. (c) Promptly after To the consummation extent that the Agents effect a public sale of any or all of the Collateral in accordance with the requirements of the UCC, each of the Borrower, the Equityholder 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 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 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. Each of the Borrower, 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 applicable Agent effects a private sale of any or all of the Collateral in accordance with the requirements of the UCC, each of the Borrower, the Equityholder and the 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 other disposition was less than the aggregate amount of the Transferor Shares 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 shares of Restricted Securities in accordance with Applicable Law, each of the Offerees to the Buyer pursuant to the Article III OfferBorrower, the Transferor shall notify the Offerees thereof, Equityholder and the Buyer Servicer hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions Borrower, the Equityholder and the Servicer hereby irrevocably waives any argument that any such sale conducted in accordance with the following provisions is not a commercially reasonable sale: (i) the Collateral Agent (or any broker dealer or agent on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Applicable Laws of the sales price State of New York; and (iii) not more than thirty days before, and not less than ten (10) days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Servicer at the address set forth herein of the shares sold or otherwise disposed of pursuant thereto, time and shall furnish such other evidence of the completion place of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesforeclosure sale.

Sales. (aA) Upon acceptance Following the occurrence of any 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 Escrow Agent, following the occurrence of any Amortization Triggering Event, shall be satisfactory to Lender. (B) With respect to each sale of a Pledged Interval, Borrower shall deliver, or cause to be delivered, to Lender the Release Fee required hereunder for such Pledged Interval, and following the occurrence of any Amortization Triggering Event, the Release Price required hereunder for such Pledged Interval. Following the occurrence of any Amortization Triggering Event, upon receipt of payment of the BuyerRelease Price, Lender shall credit the Release Price payment as provided in Section 2.3(a)(ii) hereof. (C) Lender reserves the right to adjust and re-calculate the Release Price (i) in the event of a reduction in the number of Pledged Intervals then remaining, (ii) if the Purchase Price under any Purchase Agreement is less than ninety percent (90%) of the Retail Value set forth in Schedule 4 for such Timeshare Interest constituting a Pledged Interval, or (iii) if Lender determines in its sole discretion that sales of the remaining Pledged Intervals are insufficient to enable all Obligations related to the Inventory Loan arising under this Agreement and the other Loan Documents to be repaid in full on or before Borrower's Article III Offersale of seventy-five percent (75%) of the aggregate number of all Pledged Intervals. (D) Following the occurrence of any Amortization Triggering Event, each Offeree Borrower shall, within a reasonable period prior or if applicable, shall instruct the Escrow Agent, to deliver the closing applicable Release Price in respect of such Article III Saleeach Pledged Interval sold, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant requested by Borrower to be released from the Article III Offer Liens created by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose of, on behalf of itself this Agreement and the Offereesother Security Documents, up to the number of shares of Restricted Securities covered received by the Article III Offer (and Escrow Agent on or before the number 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 Transferor Shares). If all such shares are not any partial release of its Lien related to a sold Pledged Interval prior to Lender's receipt of the BuyerRelease Fee and, following the occurrence of an Amortization Triggering Event, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the provisions of this Article III shall continue to be in effectRelease Price. (cE) Promptly after Following the consummation occurrence and during the continuance of the sale or other disposition an Event of the Transferor Shares and shares of Restricted Securities of the Offerees Default, unless otherwise agreed to the Buyer pursuant by Lender, Lender shall not be obligated 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 shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the terms thereof as may be reasonably requested by the Offereesrelease its Lien on any Collateral.

Sales. A Borrower Entity or the Collateral Manager on its behalf may Dispose (a) Upon acceptance of or direct the Buyer's Article III Offer, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of (b) The Transferor shall have 120 days, commencing on the day the Inclusion Notice is mailed, in which to sell to the Buyer or otherwise dispose ofCollateral Agent, on behalf of itself 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 Offereesapplication of the proceeds thereof), up the consent of the Administrative Agent must be obtained prior to such Disposition (in its sole and absolute discretion) unless such Collateral Obligation is an Unsettled Sale Asset and (2) 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 (z) such Disposition is a cashless transfer to the number Equity Holder or an Af filiate thereof, the consent of shares of Restricted Securities covered by the Article III Offer Administrative Agent must be obtained prior to such Disposition (in its sole and the number of Transferor Sharesabsolute discretion). If 109 (b) Limit on Affiliate Sales. Notwithstanding the foregoing, the Aggregate Principal Amount of all such shares are not sold Collateral Obligations (other than Warranty Collateral Obligations) Disposed of 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale Equity Holder or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition any Affiliate thereof pursuant to this Article III and which were Section 8.1 shall not sold pursuant thereto and the provisions of this Article III shall continue to be in effect. (c) Promptly after the consummation aggregate exceed 20% of the sale or other disposition Equity Holder Purchased Loan Balance measured as of the Transferor Shares and shares date of Restricted Securities such Disposition; provided that the Aggregate Principal Amount of all Collateral Obligations that are Defaulted Obligations (other than Warranty Collateral Obligations) Disposed of to the Equity Holder or any Affiliate thereof pursuant to this Section 8.1 shall not exceed 10% of the 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 Equity Holder Purchased Loan Balance measured as of the Offerees their respective portions of the sales price of the shares sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion date of such sale or other disposition and the terms thereof as may be reasonably requested by the OffereesDistribution.

Sales. (a) Upon acceptance Each of the Buyer's Article III OfferBorrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, each Offeree shallnotwithstanding such circumstances, within agree that any such private sale shall not be deemed to have been made in a reasonable period prior to the closing commercially unreasonable manner solely by virtue of such Article III Sale, deliver to the Transferor being a certificate or certificates representing the shares of Restricted Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear ofprivate sale. (b) The Transferor shall have 120 days, commencing on Each of the day Borrower and the Inclusion Notice is mailed, Collateral Manager further agrees that a breach of any of their covenants contained in which to sell this Section 6.04 will cause irreparable injury to the Buyer or otherwise dispose ofAgents, on behalf that the Agents have no adequate remedy at law in respect of itself 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 OffereesCollateral Manager, up to the number of shares of Restricted Securities covered by the Article III Offer (and the number of Transferor Shares). If all such shares are not sold to the Buyer, 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 Transferor and the Offerees, as nearly as practicable. The material terms of such sale, including, without limitation, price and form of consideration, shall be as set forth in the Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Offerees' shares of Restricted Securities proposed to be sold, the Transferor shall return to each of the Offerees its respective certificates, if any, representing shares of Restricted Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto Borrower and the provisions Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of this Article III shall continue to be such covenants except for a defense that there has been a Payment in effectFull. (c) Promptly after Pursuant to the consummation UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. USActive 59109857.1659109857.18 (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or other disposition was less than the aggregate amount of the Transferor Shares Borrower’s Obligations under this Agreement or any other Facility Document, even if the Collateral Agent accepts the first bid received and shares of Restricted Securities 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 Offerees to the Buyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, Borrower and the Buyer Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall pay to the Transferor be considered a commercially reasonable sale, and each of the Offerees their respective portions 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 sales price 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 shares sold time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or otherwise disposed in any Facility Document, in connection with any liquidation or disposition of pursuant theretothe Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”), with a copy to the Collateral Agent, which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and shall furnish such other evidence the intent of the completion 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 sale 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 other its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the terms thereof as may be reasonably requested by the OffereesCollateral pursuant to this Section 6.04(e).