Common use of Auction of Collateral Clause in Contracts

Auction of Collateral. The Trustee shall conduct one and only one auction (the “Auction”) of all of the Collateral commencing promptly after the Payment Date (the “Auction Trigger Payment Date”), if any, on which the Aggregate Outstanding Note Balance, after giving effect to the payments made on such Payment Date, is less than or equal to twenty seven million dollars ($27,000,000) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than eighteen million dollars ($18,000,000) (i.e. ten percent (10%) of the Aggregate Initial Note Balance issued under this Indenture) in order to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date and in accordance with this Article XI; provided that the Auction shall not be deemed successful and no Auction Call Redemption shall occur unless the conditions set forth in this Section 11.06 are satisfied. Except for the Sellers, any LEAF Party or Affiliate thereof may, but shall not be required to, bid at the Auction. The method, manner, time, place and terms of the Auction shall be fixed by the Trustee and shall be commercially reasonable, providing reasonable opportunity for any prospective bidder to conduct a due diligence review of the Collateral. The Auction shall be conducted via public advertisement and shall not be a private auction. The Trustee, on behalf of the Issuer, shall sell and transfer all of the Collateral, without representation, warranty or recourse, to the highest qualifying bidder (the “Winning Bidder”) for the Collateral at the Auction on the Business Day immediately preceding the Redemption Date, which shall be the second Payment Date immediately following the Auction Trigger Payment Date, but only if:

Auction of Collateral. The Unless the Issuer and the Administrative Agent shall have agreed to waive the provisions of this Section 11.06, or unless an Optional Redemption, Mandatory Redemption, or (with respect to substantially all of the then Contract Assets) either an Optional Partial Redemption or a Takeout Transaction shall have occurred by January 4, 2013, then the Trustee shall conduct one and only one auction or more auctions (the each, an “Auction”) ), not more than three times in any calendar year, of all of the Collateral commencing promptly after receipt of written notice from the Payment Date Administrative Agent (the each an “Auction Trigger Payment Date”), if any, on which the Aggregate Outstanding Note Balance, after giving effect to the payments made on such Payment Date, is less than or equal to twenty seven million dollars ($27,000,000) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than eighteen million dollars ($18,000,000) (i.e. ten percent (10%) of the Aggregate Initial Note Balance issued under this Indenture) in order to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date and in accordance with this Article XI; provided that the Auction shall not be deemed successful and no Auction Call Redemption shall occur unless the conditions set forth in this Section 11.06 are satisfied. Except for the Sellers, any Any LEAF Party or Affiliate thereof may, but shall not be required to, bid at the Auction. The method, manner, time, place and terms of the Auction shall be fixed by the Trustee and shall be commercially reasonable, providing reasonable opportunity for any prospective bidder to conduct a due diligence review of the Collateral. The Auction shall be conducted via public advertisement and shall not be a private auction. The Trustee, on behalf of the Issuer, shall sell and transfer all of the Collateral, without representation, warranty or recourse, to the highest qualifying bidder (the “Winning Bidder”) for the Collateral at the Auction on the Business Day immediately preceding the Redemption Date, which shall be the second Payment Date immediately following the related Auction Trigger Payment DateDate , but only if:

Auction of Collateral. The Trustee shall conduct one and only one auction (the “Auction”) of all of the Collateral commencing promptly after the Payment Date (the “Auction Trigger Payment Date”), if any, on which the Aggregate Outstanding Note Balance, after giving effect to the payments made on such Payment Date, is less than or equal to twenty seven fourteen million three hundred ninety-eight thousand six hundred fifty dollars ($27,000,00014,398,650) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than eighteen nine million five hundred ninety-nine thousand one hundred dollars ($18,000,0009,599,100) (i.e. ten percent (10%) of the Aggregate Initial Note Balance issued under this Indenture) in order to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date and in accordance with this Article XI; provided that the Auction shall not be deemed successful and no Auction Call Redemption shall occur unless the conditions set forth in this Section 11.06 are satisfied. Except for the SellersSeller, any LEAF Party or Affiliate thereof may, but shall not be required to, bid at the Auction. The method, manner, time, place and terms of the Auction shall be fixed by the Trustee and shall be commercially reasonable, providing reasonable opportunity for any prospective bidder to conduct a due diligence review of the Collateral. The Auction shall be conducted via public advertisement and shall not be a private auction. The Trustee, on behalf of the Issuer, shall sell and transfer all of the Collateral, without representation, warranty or recourse, to the highest qualifying bidder (the “Winning Bidder”) for the Collateral at the Auction on the Business Day immediately preceding the Redemption Date, which shall be the second Payment Date immediately following the Auction Trigger Payment Date, but only if:

Auction of Collateral. The Unless the Issuer and the Administrative Agent shall have agreed to waive the provisions of this Section 11.06, or unless an Optional Redemption, Mandatory Redemption, or (with respect to substantially all of the then Contract Assets) either an Optional Partial Redemption or a Takeout Transaction shall have occurred by January 4, 2013, then the Trustee shall conduct one and only one auction or more auctions (the each, an “Auction”) ), not more than three times in any calendar year, of all of the Collateral commencing promptly after receipt of written notice from the Payment Date Administrative Agent (the “Auction Trigger Payment Date”), if any, on which the Aggregate Outstanding Note Balance, after giving effect to the payments made on such Payment Date, is less than or equal to twenty seven million dollars ($27,000,000) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than eighteen million dollars ($18,000,000) (i.e. ten percent (10%) of the Aggregate Initial Note Balance issued under this Indenture) in order to redeem, in whole but not in part, all Outstanding Notes prior to the Stated Maturity Date and in accordance with this Article XI; provided that the Auction shall not be deemed successful and no Auction Call Redemption shall occur unless the conditions set forth in this Section 11.06 are satisfied. Except for the Sellers, any Any LEAF Party or Affiliate thereof may, but shall not be required to, bid at the Auction. The method, manner, time, place and terms of the Auction shall be fixed by the Trustee and shall be commercially reasonable, providing reasonable opportunity for any prospective bidder to conduct a due diligence review of the Collateral. The Auction shall be conducted via public advertisement and shall not be a private auction. The Trustee, on behalf of the Issuer, shall sell and transfer all of the Collateral, without representation, warranty or recourse, to the highest qualifying bidder (the “Winning Bidder”) for the Collateral at the Auction on the Business Day immediately preceding the Redemption Date, which shall be the second Payment Date immediately following the Auction Trigger Payment Date, but only if: