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 fourteen million three hundred ninety-eight thousand six hundred fifty dollars ($14,398,650) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than nine million five hundred ninety-nine thousand one hundred dollars ($9,599,100) (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 Seller, 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: (1) there are at least two bona fide bids at the Auction from Persons that are not the Originator, the Seller, the Transferor or an Affiliate of either of them; (2) the highest bid at the Auction is an amount in cash equal to or greater than the sum of (A) the Redemption Price and (B) fees, expenses and other reimbursable amounts owing to the Noteholders, the Transferor, the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and (3) the Winning Bidder has entered into a written agreement with the Issuer and the Trustee that obligates such highest bidder to purchase all of the Collateral at the highest bid, with the closing of such purchase (and full payment in immediately available funds to the Collection Account) to occur on the Business Day immediately preceding the Redemption Date. If a Noteholder is the Winning Bidder, in lieu of paying cash therefor, such bidder may make settlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Auction to which such Winning Bidder would be entitled, after deducting the reasonable costs, charges and expenses (including reasonable attorneys’ fees and expenses) incurred by such Noteholder in connection with such Auction and the closing of the purchase of the Collateral. If no qualifying bid is received before the seventh Business Day immediately preceding the Redemption Date, or if the Winning Bidder shall fail to close the purchase of the Collateral as aforesaid, then no Auction sale shall occur. For the avoidance of doubt, the Trustee shall conduct only one Auction.

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 fourteen twenty seven million three hundred ninety-eight thousand six hundred fifty dollars ($14,398,65027,000,000) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than nine eighteen million five hundred ninety-nine thousand one hundred dollars ($9,599,10018,000,000) (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 SellerSellers, 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: (1) there are at least two bona fide bids at the Auction from Persons that are not the Originator, the SellerSellers, the Transferor or an Affiliate of either of them; (2) the highest bid at the Auction is an amount in cash equal to or greater than the sum of (A) the Redemption Price and (B) fees, expenses and other reimbursable amounts owing to the Noteholders, the Transferor, the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and (3) the Winning Bidder has entered into a written agreement with the Issuer and the Trustee that obligates such highest bidder to purchase all of the Collateral at the highest bid, with the closing of such purchase (and full payment in immediately available funds to the Collection Account) to occur on the Business Day immediately preceding the Redemption Date. If a Noteholder is the Winning Bidder, in lieu of paying cash therefor, such bidder may make settlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Auction to which such Winning Bidder would be entitled, after deducting the reasonable costs, charges and expenses (including reasonable attorneys’ fees and expenses) incurred by such Noteholder in connection with such Auction and the closing of the purchase of the Collateral. If no qualifying bid is received before the seventh Business Day immediately preceding the Redemption Date, or if the Winning Bidder shall fail to close the purchase of the Collateral as aforesaid, then no Auction sale shall occur. For the avoidance of doubt, the Trustee shall conduct only one Auction.

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 fourteen million three hundred ninety-eight thousand six hundred fifty dollars ($14,398,650) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than nine million five hundred ninety-nine thousand one hundred dollars ($9,599,100) (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 Seller, 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: (1) there are at least two bona fide bids at the Auction from Persons that are not the Originator, the Seller, the Transferor Seller or an Affiliate of either of themthereof; (2) the highest bid at the Auction is an amount in cash equal to or greater than the sum of (A) the Redemption Price Discounted Pool Balance and (B) fees, expenses and other reimbursable amounts owing to the Noteholders, or by or to the TransferorSeller , the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and (3) the Winning Bidder has entered into a written agreement with the Issuer and the Trustee that obligates such highest bidder to purchase all of the Collateral at the highest bid, with the closing of such purchase (and full payment in immediately available funds to the Collection Account) to occur on the Business Day immediately preceding the Redemption Date. If a Noteholder is the Winning Bidder, in lieu of paying cash therefor, such bidder may make settlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Auction to which such Winning Bidder would be entitled, after deducting the reasonable costs, charges and expenses (including reasonable attorneys’ fees and expenses) incurred by such Noteholder in connection with such Auction and the closing of the purchase of the Collateral. If no qualifying bid is received before the seventh Business Day immediately preceding the Redemption Date, or if the Winning Bidder shall fail to close the purchase of the Collateral as aforesaid, then no Auction sale shall occur. For the avoidance of doubt, the Trustee shall conduct only one Auction.

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 fourteen million three hundred ninety-eight thousand six hundred fifty dollars ($14,398,650) (i.e. fifteen percent (15%) of the Aggregate Initial Note Balance issued under this Indenture) and greater than nine million five hundred ninety-nine thousand one hundred dollars ($9,599,100) (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 Seller, 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: (1) there are at least two bona fide bids at the Auction from Persons that are not the Originator, the Seller, the Transferor Originator or an Affiliate of either of themthereof; (2) the highest bid at the Auction is an amount in cash equal to or greater than the sum of (A) the Redemption Price Discounted Pool Balance and (B) fees, expenses and other reimbursable amounts owing to the Noteholders, or by or to the TransferorOriginator, the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and (3) the Winning Bidder has entered into a written agreement with the Issuer and the Trustee that obligates such highest bidder to purchase all of the Collateral at the highest bid, with the closing of such purchase (and full payment in immediately available funds to the Collection Account) to occur on the Business Day immediately preceding the Redemption Date. If a Noteholder is the Winning Bidder, in lieu of paying cash therefor, such bidder may make settlement for the purchase price by crediting against the purchase price that portion of the net proceeds of such Auction to which such Winning Bidder would be entitled, after deducting the reasonable costs, charges and expenses (including reasonable attorneys’ fees and expenses) incurred by such Noteholder in connection with such Auction and the closing of the purchase of the Collateral. If no qualifying bid is received before the seventh Business Day immediately preceding the Redemption Date, or if the Winning Bidder shall fail to close the purchase of the Collateral as aforesaid, then no Auction sale shall occur. For the avoidance of doubt, the Trustee shall conduct only one Auction.