Common use of Auction Process Clause in Contracts

Auction Process. (i) The Bank or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Obligations or (ii) of one or more (but not all) of the Collateral Obligations. (iii) Unless the Trustee receives (A) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral Obligations) for all Collateral Obligations in the aggregate, the Trustee will decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Obligations or (ii) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral Obligations) for all Collateral Obligations in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s review of the bids, which certification shall be binding and conclusive.

Auction Process. (i) The Bank or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will shall be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will shall be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (ia) of all (but not less than all) of the Collateral Obligations Interests or (iib) of one or more (but not all) of the Collateral ObligationsInterests. (iii) Unless the Trustee receives (Aa) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations Interests or (Bb) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral ObligationsInterests) for all Collateral Obligations Interests in the aggregate, the Trustee will shall decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (ia) the highest price bid by any Listed Bidder for all of the Collateral Obligations Interests or (iib) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral ObligationsInterests) for all Collateral Obligations Interests in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s review of the bids, which certification shall be binding and conclusive.

Auction Process. (i) The LaSalle Bank National Association or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Obligations Debt Securities or (ii) of one or more (but not all) of the Collateral ObligationsDebt Securities. (iii) Unless the Trustee receives (A) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations Debt Securities or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate, the Trustee will decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Obligations Debt Securities or (ii) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s review of the bids, which certification shall be binding and conclusive.

Auction Process. (i) The Bank Xxxxx Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “"Auction Bid Date”"), all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (iA) of all (but not less than all) of the Collateral Obligations Debt Securities or (iiB) of one or more (but not all) of the Collateral ObligationsDebt Securities. (iii) Unless the Trustee receives (A) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations Debt Securities or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate, the Trustee will decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “"Highest Auction Price” " means the higher of (iA) the highest price bid by any Listed Bidder for all of the Collateral Obligations Debt Securities or (iiB) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s 's review of the bids, which certification shall be binding and conclusive.

Auction Process. (i) The Bank Xxxxx Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Obligations Debt Securities or (ii) of one or more (but not all) of the Collateral ObligationsDebt Securities. (iii) Unless the Trustee receives (A) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations Debt Securities or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate, the Trustee will decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Obligations Debt Securities or (ii) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s review of the bids, which certification shall be binding and conclusive.

Auction Process. (i) The LaSalle Bank National Association or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Second Business Day prior to the Auction Date (the “"Auction Bid Date”"), all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Obligations Debt Securities or (ii) of one or more (but not all) of the Collateral ObligationsDebt Securities. (iii) Unless the Trustee receives (A) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations Debt Securities or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate, the Trustee will decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Obligations or (ii) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral Obligations) for all Collateral Obligations in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s review of the bids, which certification shall be binding and conclusive."Highest

Auction Process. (i) The Bank Xxxxx Fargo Bank, National Association or its Affiliates may, but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may bid in the Auction if the Collateral Manager deems such bidding to be appropriate but is not required to do so. (ii) On the second Second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due by facsimile at the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser (i) of all (but not less than all) of the Collateral Obligations Debt Securities or (ii) of one or more (but not all) of the Collateral ObligationsDebt Securities. (iii) Unless the Trustee receives (A) at least one bid from a Listed Bidder to purchase all of the Collateral Obligations Debt Securities or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate, the Trustee will decline to consummate the sale. (iv) Subject to clause (iii) above, with the advice of the Collateral Manager, the Trustee shall select the bid or bids which result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Obligations Debt Securities or (ii) the sum of the highest prices bid by one or more Listed Bidders (for one or more (but not all) Collateral ObligationsDebt Securities) for all Collateral Obligations Debt Securities in the aggregate. In each case, the price bid by a Listed Bidder will be the dollar amount which the Collateral Manager certifies to the Trustee based on the Collateral Manager’s review of the bids, which certification shall be binding and conclusive.

Auction Process. (ia) The Bank or its Affiliates maySubject to Section 9.5(ii), but shall not be required to, bid at the Auction. The Collateral Manager and its Affiliates may will be allowed to bid in the Auction if the Collateral Manager it deems such bidding to appropriate, but will not be appropriate but is not required to do so. (iib) On the second Business Day prior to the Auction Date (the “Auction Bid Date”), all bids will be due by facsimile at to the offices of the Trustee by 11:00 a.m. New York City time, with the winning bidder or bidders to be notified by 2:00 p.m. New York City time. All bids from Listed Qualified Bidders on the List will be due on the bid sheet contained in the solicitation package. Each bid shall be for the purchase and delivery to one purchaser of (i) of all (but not less than all) of the Collateral Obligations Debt Securities or (ii) of one or more all (but not less than all) of the Collateral ObligationsDebt Securities that constitute the components of one or more Subpools. (iiic) Unless If the Trustee receives (A) at least one bid fewer than two bids from a Listed Bidder Qualified Bidders to purchase all of the Collateral Obligations Debt Securities or (B) receives bids from one or more Listed Bidders (to purchase one or more (but not all) Collateral Obligations) for all Collateral Obligations in the aggregateeach Subpool, the Trustee will decline to consummate may, if a Majority-in-Interest of the salePreferred Shareholders consents thereto in writing, and in accordance with all other provisions of this Indenture, accept such bid as the winning bid. (ivd) Subject to clause (iii) above, with the advice of the Collateral Manager, the The Trustee shall select identify as the winning bidder the bid or bids which that result in the Highest Auction Price from one or more Listed Bidders (in excess of the specified minimum purchase price). “Highest Auction Price” means the higher of (i) the highest price bid by any Listed Bidder for all of the Collateral Obligations or (ii) the sum of the highest prices bid by from one or more Listed Bidders Qualified Bidders. (for one or more (but not alle) Collateral Obligations) for all Collateral Obligations in Upon notification to the aggregate. In each casewinning bidder(s), the price bid by a Listed Bidder winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) will be the dollar amount which the Collateral Manager certifies required to deliver to the Trustee based a signed counterpart of the Auction Purchase Agreement and a good faith deposit equal to one percent (1%) of the Aggregate Principal Balance will be required to be wired to the Trustee no later than 4:00 p.m. New York City time on the Collateral Manager’s review Auction Date. If the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder shall contribute to the good faith deposit an amount equal to one percent (1%) of the bidsAggregate Principal Balance of the Subpool or Subpools to which its bid relates. Such deposit will not be invested. This deposit will be credited to the purchase price but will not be refundable. The Trustee will establish a separate account for the acceptance of the good faith deposit, until such time as the winning bidder (or, if the Highest Auction Price requires the sale of Subpools to more than one bidder, each winning bidder) pays the full purchase price in cash, at which certification time all monies will be transferred into the Collection Accounts, such payment in full of the purchase price to be made by the winning bidder prior to the sixth Business Day following the relevant Auction Date. If such good faith deposit or payment in full of the purchase price is not made when due (or, if the Subpools are to be sold to more than one bidder, if any bidder fails to make its contribution to the good faith deposit or make payment of the purchase price when due), the Trustee shall be binding decline to consummate the sale of each Subpool and conclusive.shall give notice (in accordance with Section 9.3) that the Auction Call Redemption will not occur. In addition to the representations, warranties and covenants contained in this Indenture, the Issuer hereby represents, warrants, and covenants to the Trustee and the Noteholders as to itself as follows, on the Closing Date: