Common use of Action Regarding Collateral Clause in Contracts

Action Regarding Collateral. If an Event of Default shall occur and be continuing, Lender, without demand of performance or other demand or notice of any kind to Borrower or any other person, all of which are hereby expressly waived, may forthwith apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Obligations. If there shall be no such cash or the cash so applied shall not be sufficient to pay in full all Obligations, Lender may thereafter collect, receive, appropriate, retain and realize upon the Collateral, or any part thereof, and may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices and upon such other terms and conditions as Lender may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right of Lender upon any such sale or sales to purchase all or any part of the Collateral so sold. In connection with any sale of the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender shall have the right to deliver, assign and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of Borrower, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby). Borrower agrees that Lender need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender need not in any event give more than five (5) Business Days' notice that such sale or disposition is to take place. Borrower agrees that the notice provided for in the preceding sentence is reasonable notification of such matters. Lender shall not be obligated to make any sale pursuant to any such notice. Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Lender, however, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Lien and security interest created hereby and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.

Action Regarding Collateral. If an Event of Default shall occur and be continuingoccur, LenderMLMCI, without demand of performance or other demand or notice of any kind to Borrower Assignor or any other person, all of which are hereby expressly waived, may forthwith apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Obligations. If , and, if there shall be no such cash or the cash so applied shall not be sufficient to pay in full all such Obligations, Lender may thereafter collect, receive, appropriate, retain and realize upon the Collateral, or any part thereof, and may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices and upon such other terms and conditions as Lender MLMCI may deem bestbest (provided, however, that MLMCI shall act in all respects in a commercially reasonable manner), for cash or on credit or for future delivery without assumption of any credit risk, with the right of Lender MLMCI upon any such sale or sales to purchase all or any part of the Collateral so sold. In connection with any sale of the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender MLMCI shall have the right to deliver, assign and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of BorrowerAssignor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby). Borrower Assignor agrees that Lender MLMCI need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender MLMCI need not in any event give more than five (5) Business Days' notice that such sale or disposition is to take place. Borrower Assignor agrees that the notice provided for in the preceding sentence is reasonable notification of such matters. Lender MLMCI shall not be obligated to make any sale pursuant to any such notice. Lender MLMCI may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender MLMCI until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Lender, however, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Lien and security interest created hereby and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.MLMCI

Action Regarding Collateral. If After an Event of Default shall occur (and be continuing--------------------------- following the expiration of any applicable cure period), Lenderthe Agent may exercise, in addition to all other rights and remedies granted to it in this Note Purchase Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand or notice (except as specifically provided herein) of any kind to Borrower the Note Issuer, or any other personPerson, all of which are hereby expressly waived, may forthwith apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Secured Obligations. If there shall be no such it is not holding any cash as part of the Collateral or the cash so applied shall is not be sufficient to pay in full all of the Secured Obligations, Lender the Agent may thereafter collect, receive, appropriate, retain retain, and realize upon any of the Collateral, or any part thereof, and . The Agent may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver any of the Collateral, or any part thereof, Collateral in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices prices, and upon such other terms and conditions as Lender the Agent may deem bestbest for the interests of the Agent, the Purchasers and the Noteholders. The Agent shall in any event act in all respects in a commercially reasonable manner. These dispositions may be for cash or on credit or for future delivery without assumption of any credit risk. In any of these dispositions the Agent, with the right of Lender upon any such sale or sales to Purchasers and the Noteholders may purchase all or any part of the Collateral so soldfree from any claim or right of any kind, including any equity or rights of redemption, of the Note Issuer, which right or equity is hereby waived or released. In connection with any sale of these dispositions the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender shall have the right to Agent may deliver, assign assign, and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of Borrower, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby)Note Issuer. Borrower The Note Issuer agrees that Lender the Agent need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender the Agent need not in any event give more than five (5) Business Days' notice that such the sale or disposition is to take place. Borrower agrees that The Note Issuer further agrees, at the notice provided for in Agent's request, to assemble the preceding sentence is reasonable notification of such mattersCollateral and make it available to the Agent at places which the Agent shall reasonably select, whether at the Note Issuer's, the Servicer's, or the Custodian's premises or elsewhere. Lender The Agent shall not be obligated to make consummate any sale pursuant to any such noticenotice of sale. Lender The Agent may, without notice or publication, adjourn any public or private sale or cause the same it to be adjourned from time to time by announcement at the time and place fixed for the sale, and such . The sale may then be made at any time or place to which the same may be so it was adjourned. In case of If any sale of all or any part of the Collateral is sold on credit or for future delivery, the Collateral so sold may be retained by Lender the Agent until the selling price is paid by the purchaser thereofpurchaser. The Agent, but Lender the Purchasers and the Noteholders shall not incur any liability in case of if the failure of such purchaser fails to take up and pay for the Collateral so sold and, in case of any such failurethat case, such the Collateral may again be sold upon like appropriate notice. Lender, howeverThe Agent may, instead of exercising the power of sale herein conferred upon itsale, may proceed by a suit or suits at law or in equity to foreclose the Lien and its security interest created hereby and sell any of the Collateral, or any portion thereof, Collateral under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.

Action Regarding Collateral. If an Event of Default shall occur and be continuingoccur, LenderMLMCI, without demand of performance or other demand or notice of any kind to Borrower Assignor or any other person, all of which are hereby expressly waived, may forthwith apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Obligations. If , and, if there shall be no such cash or the cash so applied shall not be sufficient to pay in full all such Obligations, Lender may thereafter collect, receive, appropriate, retain and realize upon the Collateral, or any part thereof, and may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices and upon such other terms and conditions as Lender MLMCI may deem bestbest (provided, however, that MLMCI shall act in all respects in a commercially reasonable manner), for cash or on credit or for future delivery without assumption of any credit risk, with the right of Lender MLMCI upon any such sale or sales to purchase all or any part of the Collateral so sold. In connection with any sale of the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender MLMCI shall have the right to deliver, assign and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of BorrowerAssignor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby). Borrower Assignor agrees that Lender MLMCI need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender MLMCI need not in any event give more than five (5) Business Days' notice that such sale or disposition is to take place. Borrower Assignor agrees that the notice provided for in the preceding sentence is reasonable notification of such matters. Lender MLMCI shall not be obligated to make any sale pursuant to any such notice. Lender MLMCI may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender MLMCI until the selling price is paid by the purchaser thereof, but Lender MLMCI shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. LenderMLMCI, however, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Lien lien and security interest created hereby and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.

Action Regarding Collateral. If After an Event of Default shall occur (and be continuingfollowing the expiration of any applicable cure period), Lenderthe Agent may exercise, in addition to all other rights and remedies granted to it in this Note Purchase Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand or notice (except as specifically provided herein) of any kind to Borrower the Note Issuer, or any other personPerson, all of which are hereby expressly waived, may forthwith apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Secured Obligations. If there shall be no such it is not holding any cash as part of the Collateral or the cash so applied shall is not be sufficient to pay in full all of the Secured Obligations, Lender the Agent may thereafter collect, receive, appropriate, retain retain, and realize upon any of the Collateral, or any part thereof, and . The Agent may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver any of the Collateral, or any part thereof, Collateral in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices prices, and upon such other terms and conditions as Lender the Agent may deem bestbest for the interests of the Agent, the Purchasers and the Noteholders. The Agent shall in any event act in all respects in a commercially reasonable manner. These dispositions may be for cash or on credit or for future delivery without assumption of any credit risk. In any of these dispositions the Agent, with the right of Lender upon any such sale or sales to Purchasers and the Noteholders may purchase all or any part of the Collateral so soldfree from any claim or right of any kind, including any equity or rights of redemption, of the Note Issuer, which right or equity is hereby waived or released. In connection with any sale of these dispositions the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender shall have the right to Agent may deliver, assign assign, and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of Borrower, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby)Note Issuer. Borrower The Note Issuer agrees that Lender the Agent need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender the Agent need not in any event give more than five (5) Business Days' ’ notice that such the sale or disposition is to take place. Borrower agrees that The Note Issuer further agrees, at the notice provided for in Agent’s request, to assemble the preceding sentence is reasonable notification of such mattersCollateral and make it available to the Agent at places which the Agent shall reasonably select, whether at the Note Issuer’s, a Servicer’s, or the Custodian’s premises or elsewhere. Lender The Agent shall not be obligated to make consummate any sale pursuant to any such noticenotice of sale. Lender The Agent may, without notice or publication, adjourn any public or private sale or cause the same it to be adjourned from time to time by announcement at the time and place fixed for the sale, and such . The sale may then be made at any time or place to which the same may be so it was adjourned. In case of If any sale of all or any part of the Collateral is sold on credit or for future delivery, the Collateral so sold may be retained by Lender the Agent until the selling price is paid by the purchaser thereofpurchaser. The Agent, but Lender the Purchasers and the Noteholders shall not incur any liability in case of if the failure of such purchaser fails to take up and pay for the Collateral so sold and, in case of any such failurethat case, such the Collateral may again be sold upon like appropriate notice. Lender, howeverThe Agent may, instead of exercising the power of sale herein conferred upon itsale, may proceed by a suit or suits at law or in equity to foreclose the Lien and its security interest created hereby and sell any of the Collateral, or any portion thereof, Collateral under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.

Action Regarding Collateral. If an Event of Default shall occur and be continuingoccur, LenderMLMCI, without demand of performance or other demand or notice of any kind to Borrower Assignor or any other person, all of which are hereby expressly waived, may forthwith apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Obligations. If , and, if there shall be no such cash or the cash so applied shall not be sufficient to pay in full all such Obligations, Lender may thereafter collect, receive, appropriate, retain and realize upon the Collateral, or any part thereof, and may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices and upon such other terms and conditions as Lender MLMCI may deem bestbest (provided, however, that MLMCI shall act in a commercially reasonable manner), for cash or on credit or for future delivery without assumption of any credit risk, with the right of Lender MLMCI upon any such sale or sales to purchase all or any part of the Collateral so sold. In connection with any sale of the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender MLMCI shall have the right to deliver, assign and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of BorrowerAssignor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby). Borrower Assignor agrees that Lender MLMCI need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender MLMCI need not in any event give more than five (5) Business Daysdays' notice that such sale or disposition is to take place. Borrower Assignor agrees that the notice provided for in the preceding sentence is reasonable notification of such matters. Lender MLMCI shall not be obligated to make any sale pursuant to any such notice. Lender MLMCI may, without notice or publication, adjourn any public or private sale or cause the same to be 17 18 adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender MLMCI until the selling price is paid by the purchaser thereof, but Lender MLMCI shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. LenderMLMCI, however, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Lien lien and security interest created hereby and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.

Action Regarding Collateral. If an Event of Default shall occur and be continuing, LenderXxxxxx, without demand of performance or other demand or notice of any kind to Borrower Assignor or any other person, all of which are hereby expressly waived, may forthwith declare the Obligations due and apply the cash, if any, then held by it as part of the Collateral relating to any Loan to the payment of any of the Obligations. If , and, if there shall be no such cash or the cash so applied shall not be sufficient to pay in full all such Obligations, Lender may thereafter collect, receive, appropriate, retain and realize upon the Collateral, or any part thereof, and may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at such public or private sale or sales, at such place or places, to such potential buyers at such price or prices and upon such other terms and conditions as Lender Xxxxxx may deem bestbest (provided, however, that Xxxxxx shall act in a commercially reasonable manner), for cash or on credit or for future delivery without assumption of any credit risk, with the right of Lender Xxxxxx upon any such sale or sales to purchase all or any part of the Collateral so sold. In connection with any sale of the Collateral, Borrower will cooperate with Lender to provide potential buyers of the Collateral with the necessary information that they need to make a decision to purchase the Collateral, including without limitation (A) providing potential buyers with information about the Pledged ABS or any other similar asset backed securities issued in connection with a securitization involving Borrower, TFC or an Affiliate thereof (the "Other ABS") and any Demand Notes, (B) providing potential buyers with records relating to the Pledged ABS, the Other ABS and the assets securing such Pledged ABS and Other ABS and relating to any Demand Note, and (C) providing potential buyers with access to personnel responsible for originating and servicing the assets securing the Pledged ABS and the Other ABS. Upon any sale, transfer or other disposition of the Collateral pursuant hereto Lender Xxxxxx shall have the right to deliver, assign and transfer to the transferee thereof the Collateral so sold. Each transferee upon any such transfer or other disposition shall hold the property thereby acquired by it absolutely free from any claim or right of any kind, including without limitation any equity or rights of redemption, of BorrowerAssignor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute whether now existing or hereafter adopted (in the latter case, to the extent permitted thereby). Borrower Assignor agrees that Lender Xxxxxx need give only such notice of the time and place of any public or private sale (including without limitation any adjourned private sale) or other intended disposition as may be required by market conditions and standards of commercial reasonableness and that Lender Xxxxxx need not in any event give more than five two (52) Business Daysdays' notice that such sale or disposition is to take place. Borrower Assignor agrees that the notice provided for in the preceding sentence is reasonable notification of such matters. Lender shall not be obligated to make any sale pursuant to any such notice. Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Lender, however, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Lien and security interest created hereby and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. If an Event of Default shall occur and be continuing Lender shall have the rights of a secured party under the UCC and other applicable law in respect of the Other Residual Financing Facility Collateral, subject to, solely in relation to the rights of the Other Residual Financing Lender with respect thereto, the terms of the Intercreditor Agreement.