Common use of Auction Process Clause in Contracts

Auction Process. (a) The auction room will be open only for the Registered Bidders who have paid the Caution Money and such Registered Bidders may enter the auction room using the URL xxxx://xxxxxxx.xxxxxxxxxx.xxx. (b) The Auction Window will be opened soon, and the details shall be uploaded on the webpage mentioned above. (c) During the term of the Auction Window remaining open, a Registered Bidder may place bids in multiples of Rs.25000 (Rupees Twenty Five Thousand Only). (d) Whilst the Winning Bidder will be awarded no more than one (1) vehicle, the Registered Bidders may place unlimited bids during the Auction Window on the platform in bid increments of INR. 25,000 (Rupees Twenty Five Thousand)over and above the Reserve Price set by M&M i.e the Registered Bidder may place bids during the Auction Window in multiples of INR 25,000/- (Rupees Twenty Five Thousand) only. (e) M&M, at its sole discretion may either reduce or increase the bid increment limits from INR 25,000(Rupees Twenty Five Thousand) at any time during the Auction Window without notice to the Registered Bidders. (f) The bids for the vehicle may be placed by a Registered bidder till the closing time of the Auction Window. (g) You agree to be aware that, M&M has placed a reserve price (a minimum selling price for the vehicle on auction which hereinafter is referred to as the “Reserve Price”) on the vehicle being auctioned. The Reserve Price on the vehicle throughout the Auction Window will be INR 25,00,000 (Indian Rupees Twenty Five Lakhs Only). Bids may only be placed by the Registered Bidders over and above the Reserve Price. (h) A Registered Bidder may put in unlimited bids for the vehicle over and above the Reserve Price. (i) Periodic SMS related to status of the bids will be sent to the Registered Bidders participating in the auction. (j) Subject to these terms and conditions, the Registered Bidder, whose bid has, met and exceeded the Reserve Price and has placed the highest bid at the end of the Auction Window, which will be announced soon, will be Winning Bid and the Registered Bidder with the Winning Bid will be adjudged as the Winning Bidder by M&M. Subject to the terms and conditions appearing under the Mahindra XUV400 User Agreement, on conclusion of the bidding process the Winning Bidder's bid shall form a contract for sale between the Winning Bidder and M&M, which unless otherwise specified in writing by M&M, shall incorporate these terms and conditions.

Auction Process. 5.1 All Auctions shall be conducted in accordance with these Auction Terms. 5.2 The Auctioneer may carry out Auctions from time to time on days where it is open for business for purposes of administering Auctions, pursuant to Sell Orders submitted to the Auctioneer by the Seller. 5.3 In order to participate in an Auction, a Person must: (a) The auction room will be open only for have been admitted as an Auction Participant and notified as such, in accordance with Section 2.3(b), at least 7 Business Days prior to the Registered Bidders who have paid the Caution Money and such Registered Bidders may enter the auction room using the URL xxxx://xxxxxxx.xxxxxxxxxx.xxx.Auction Date; (b) The notify the Auctioneer that it may participate in that Auction, at least 3 Business Days prior to the Auction Window will be opened soon, and the details shall be uploaded on the webpage mentioned above.Date; and (c) During subject to Section 5.4, at least 3 Business Days prior to the term Auction Date, provide the Auctioneer with the information and documentation required to complete a Purchase Order were it to become a Winning Bidder, including: (i) electing whether it will take delivery of all of the allocated Carbon Credits by way of either retirement or transfer; (ii) where it will take delivery by way of transfer, the Registry Account name and number that will be used to accept delivery; (iii) where it will take delivery by way of retirement, any language that the Bidder would request the Registry to record as part of that process, in accordance with the Registry Rules and Standard Rules. 5.4 The Auctioneer will, in advance of each Auction, share with the Auction Window remaining openParticipant the information and elections that it has received from that Auction Participant in respect of previous equivalent Auctions pursuant to Section 5.3(c). Following receipt of this information, the Auction Participant shall at least 1 Business Day prior to the Auction Date: (a) communicate any modifications to the information and elections recorded; and (b) confirm to the Auctioneer that the information, as amended in accordance with Section 5.4(a) as necessary, remains applicable to the current Auction and any Purchase Order in relation to that Auction. In the absence of any confirmation or clear alternative instructions from an Auction Participant, the previously submitted information and elections will apply 5.5 Auction Participants are not under any obligation to submit Bids. The Auctioneer is not obliged to solicit Bids from any Auction Participants. 5.6 Auction Participants shall be treated equally as regards the provision of information by the Auctioneer. 5.7 For the purposes of each Auction, the Seller shall be the Person specified in the Product Specifications as offering Carbon Credits for sale in that Auction. 5.8 The relevant Product Specifications for each Auction shall be derived from a Registered Bidder Sell Order and may place bids in multiples of Rs.25000 include, but not be limited, to the following information: (Rupees Twenty Five Thousand Onlya) the Maximum Supply; (b) the Vintage (if applicable).; (c) the date on which the Auction is proposed to be conducted; (d) Whilst the Winning Bidder will be awarded no more than one (1) vehicle, the Registered Bidders may place unlimited bids during time at which the Auction Window on the platform in bid increments of INR. 25,000 (Rupees Twenty Five Thousand)over is proposed to start and above the Reserve Price set by M&M i.e the Registered Bidder may place bids during the Auction Window in multiples of INR 25,000/- (Rupees Twenty Five Thousand) only.end; (e) M&M, at its sole discretion may either reduce or increase the bid increment limits from INR 25,000(Rupees Twenty Five Thousand) at any time during the Auction Window without notice Reserve Price (if any, modifying or adding to the Registered Bidders.that arising under Section 5.15); (f) The bids for the vehicle may be placed by a Registered bidder till the closing time of the Auction Window.minimum price fluctuations permitted; (g) You agree to be aware that, M&M has placed a reserve price (a minimum selling price the maximum allowed number of Bids for the vehicle on auction which hereinafter is referred to as the “Reserve Price”) on the vehicle being auctioned. The Reserve Price on the vehicle throughout the Auction Window will be INR 25,00,000 (Indian Rupees Twenty Five Lakhs Only). Bids may only be placed by the Registered Bidders over and above the Reserve Price.each round; (h) A Registered Bidder may put in unlimited bids the minimum and maximum allowed Bid Quantity for the vehicle over and above the Reserve Price.each Bid; (i) Periodic SMS related whether payment from the Winning Bidder for the Carbon Credits will occur prior to status or after delivery of the bids will be sent to Carbon Credits by the Registered Bidders participating in the auction.Seller; and (j) Subject the method for determining the Auction Price. 5.9 Each Auction Participant can submit up to the maximum allowed number of Bids in an Auction. Each Bid shall include a Bid Quantity, a non-negative whole number representing the number of lots the Bidder wishes to buy and a Bid Price, as may be further detailed in the Product Specification. 5.10 The time at which any Bid is received shall be the time that the Auctioneer records the bid as being received. A Bid which is not received and recorded by the Auctioneer in its systems on time in the manner specified in these terms Auction Terms and conditionsProduct Specifications shall not be considered, even if it was sent by the Registered Bidder, whose bid has, met and exceeded the Reserve Price and has placed the highest bid at Bidder before the end of the Auction Window, which will be announced soon, will be Winning Bid and the Registered Bidder with the Winning Bid will be adjudged as the Winning Bidder by M&M. Subject to the terms and conditions appearing under the Mahindra XUV400 User Agreement, on conclusion of the bidding process the Winning Bidder's bid shall form a contract for sale between the Winning Bidder and M&M, which unless otherwise specified in writing by M&M, shall incorporate these terms and conditionsAuction.

Auction Process. a. On the Bid Solicitation Commencement Date, the Indenture Trustee shall have the right, but not the obligation to engage an investment bank or other agent (athe "Advisor") The to assist the Indenture Trustee in the Auction Sale bid solicitation of the assets of the proposed auction. In the event that such Advisor advises the Indenture Trustee that it believes that the then current market for home equity loans similar to the Home Equity Loans being offered for auction room will be open only for not lead to a bid with a minimum price that exceeds the Registered Bidders who have paid Redemption Price, the Caution Money and such Registered Bidders may enter Indenture Trustee shall cancel the auction room using process until the URL xxxx://xxxxxxx.xxxxxxxxxx.xxxnext Bid Solicitation Date. (b) The Auction Window b. On the Bid Solicitation Commencement Date, the Indenture Trustee or the Advisor will be opened soon, and the details shall be uploaded on the webpage mentioned above. (c) During the term initiate its general auction procedures consisting of the Auction Window remaining open, a Registered Bidder may place bids in multiples of Rs.25000 (Rupees Twenty Five Thousand Only). (d) Whilst the Winning Bidder will be awarded no more than one (1) vehicle, the Registered Bidders may place unlimited bids during the Auction Window on the platform in bid increments of INR. 25,000 (Rupees Twenty Five Thousand)over and above the Reserve Price set by M&M i.e the Registered Bidder may place bids during the Auction Window in multiples of INR 25,000/- (Rupees Twenty Five Thousand) only. (e) M&M, at its sole discretion may either reduce or increase the bid increment limits from INR 25,000(Rupees Twenty Five Thousand) at any time during the Auction Window without notice to the Registered Bidders. (f) The bids for the vehicle may be placed by a Registered bidder till the closing time of the Auction Window. (g) You agree to be aware that, M&M has placed a reserve price (a minimum selling price for the vehicle on auction which hereinafter is referred to as the “Reserve Price”) on the vehicle being auctioned. The Reserve Price on the vehicle throughout the Auction Window will be INR 25,00,000 (Indian Rupees Twenty Five Lakhs Only). Bids may only be placed by the Registered Bidders over and above the Reserve Price. (h) A Registered Bidder may put in unlimited bids for the vehicle over and above the Reserve Price. following: (i) Periodic SMS related to status with the assistance of the bids will be sent Seller and the Servicer, prepare a general solicitation package along with a confidentiality agreement; (ii) prepare a list of qualified bidders, in a commercially reasonable manner; (iii) initiate contact with all qualified bidders (which may include the Seller, the Servicer, the Note Insurer and the Owners of the Certificates); (iv) send a confidentiality agreement to all qualified bidders; (v) upon receipt of a signed confidentiality agreement, send solicitation packages to all interested bidders; and (vi) notify all potential bidders of the Registered Bidders participating in the auctionanticipated timetable. c. The general solicitation package will include: (ji) Subject to these terms and conditionsthe prospectus from the public offering of the related Series of Notes ("Prospectus"); (ii) a copy of all monthly servicing reports or a copy of all annual servicing reports and, upon a written request, the Registered Bidder, whose bid has, met prior years' monthly servicing reports; (iii) a form of a purchase and exceeded the Reserve Price sale agreement and has placed the highest bid at the end servicing agreement for such sale; (iv) a description of the Auction Window, which will be announced soon, will be Winning Bid minimum Redemption Price required to cause the Indenture Trustee to sell the Home Equity Loans; (v) a formal bidsheet; (vi) a detailed timetable; and the Registered Bidder with the Winning Bid will be adjudged as the Winning Bidder by M&M. Subject to the terms and conditions appearing under the Mahindra XUV400 User Agreement, on conclusion (vii) a preliminary data tape of the bidding process Home Equity Loans as of the Winning Bidder's bid shall form a contract most recent Payment Date reflecting the same data attributes used to create the original Cut-Off Date tables for sale between the Winning Bidder and M&M, which unless otherwise specified in writing by M&M, shall incorporate these terms and conditionsProspectus.

Auction Process. (a) The auction room will be open only for the Registered Bidders who have paid the Caution Money and such Registered Bidders may enter the auction room using the URL xxxx://xxxxxxx.xxxxxxxxxx.xxx. (b) The Auction Window will be opened soon, Holdings and the details shall be uploaded on Borrower are permitted to make Auction Permitted Term Loan Purchases in the webpage mentioned above. (c) During aggregate up to $50,000,000 of the principal amount of the Term Loans during the term of the Auction Window remaining openthis Agreement, a Registered Bidder may place bids in multiples of Rs.25000 (Rupees Twenty Five Thousand Only). (d) Whilst the Winning Bidder will be awarded no more than one (1) vehicle, the Registered Bidders may place unlimited bids during the Auction Window on the platform in bid increments of INR. 25,000 (Rupees Twenty Five Thousand)over and above the Reserve Price set by M&M i.e the Registered Bidder may place bids during the Auction Window in multiples of INR 25,000/- (Rupees Twenty Five Thousand) only. (e) M&M, at its sole discretion may either reduce or increase the bid increment limits from INR 25,000(Rupees Twenty Five Thousand) at any time during the Auction Window without notice subject to the Registered Bidders. (f) The bids for the vehicle may be placed by a Registered bidder till the closing time of the Auction Window. (g) You agree to be aware that, M&M has placed a reserve price (a minimum selling price for the vehicle on auction which hereinafter is referred to as the “Reserve Price”) on the vehicle being auctioned. The Reserve Price on the vehicle throughout the Auction Window will be INR 25,00,000 (Indian Rupees Twenty Five Lakhs Only). Bids may only be placed by the Registered Bidders over following term and above the Reserve Price. (h) A Registered Bidder may put in unlimited bids for the vehicle over and above the Reserve Price.conditions: (i) Periodic SMS related to status Holdings or the Borrower, as applicable, will notify the Administrative Agent in writing by delivery of an Auction Purchase Notice executed by a duly authorized officer of the bids Borrower (and the Administrative Agent will be sent deliver the Auction Purchase Notice to the Registered Bidders participating Term Lenders), that Holdings or the Borrower, as applicable, wishes to make an offer to purchase Term Loans in an aggregate principal amount as specified in the auction. Auction Purchase Notice (jthe “Purchase Amount”), subject to a range or discount to par expressed as a price at which Holdings or the Borrower, as applicable, would consummate an Auction Permitted Term Loan Purchase (the “Offer Price”); provided, that (a) Subject the Auction Purchase Notice shall specify that each Return Bid must be submitted within a period ending on a date that occurs on or before at least one Business Day following that date of such Auction Process Notice and up to these terms a maximum of 5 Business Days (or such longer period of time mutually agreed upon by the Administrative Agent and conditions, Borrower and disclosed to the Registered Bidder, whose bid has, met and exceeded Term Lenders prior to the Reserve Price and has placed initiation of a particular Auction Process) following the highest bid at the end date of the Auction WindowPurchase Notice (subject to Holdings’ or the Borrower’s option, as applicable, to extend such period in accordance with Section 2(ii) below), (b) the Purchase Amount specified in the Auction Purchase Notice delivered by the Borrower to the Administrative Agent shall not be less than a minimum face amount of $5,000,000, and shall be in minimum incremental amounts of $1,000,000 (provided, that such minimum offer amount may be less than $5,000,000 to the extent such greater amount would be in violation of clause (d) or clause (e) below), (c) no Event of Default shall have occurred and be continuing or would reasonably be expected to result therefrom, (d) after giving effect to such Auction Permitted Term Loan Purchase and all other Auction Permitted Term Loan Purchases to be consummated concurrently or substantially concurrently therewith, the Liquidity shall not be less than $25,000,000, (e) the Purchase Amount of such Auction Permitted Term Loan Purchase, together with the principal amount of all Auction Permitted Term Loans purchased by Holdings or the Borrower prior to such Auction Permitted Term Loan Purchase, shall not exceed $50,000,000, (f) the consideration for such Auction Permitted Term Loan Purchase is not directly or indirectly derived from the proceeds of Revolving Loans, (g) Holdings or the Borrower has given Administrative Agent not less than three Business Days prior written notice that it may initiate an Auction Process and (h) at the time of delivery of the Auction Purchase Notice to the Administrative Agent, Holdings or the Borrower, as applicable, shall certify in writing that (i) in connection with such Auction Permitted Term Loan Purchase, it is not in possession of material non-public information and (ii) the conditions set forth in clauses (c) through (g) have been satisfied; (ii) Holdings or the Borrower shall not be required to initiate the Auction Process with respect to any Auction Permitted Term Loan Purchase; provided, however, that once the Auction Process has been initiated by the delivery of an Auction Purchase Notice, Holdings or the Borrower, as applicable, may not withdraw its Auction Purchase Notice, in whole or in part, or terminate the Auction Process, it being understood that, if the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, Holdings or the Borrower, as applicable, may, to the extent permitted hereunder, initiate a new Auction Process by delivering a new Auction Process Notice, at which point the previous Auction Process shall terminate. During each Auction Process, Holdings or the Borrower, as applicable, with the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), upon written notice to be delivered no later than 6 business hours prior to the deadline specified in the Auction Purchase Notice for the submission of Return Bids, may extend one time per Auction Process such deadline up to the last day of, but not to exceed, the maximum length of the auction period permitted pursuant to Section 2(i)(a) above; (iii) Holdings and the Borrower will allow each Term Lender to submit a notice of participation (the “Return Bid”) to the Administrative Agent which shall specify one or more discounts to par expressed as a price (each, a “Reply Price”) (but in no event will the Reply Price(s) for the proposed Auction Permitted Term Loan Purchase be greater than the Offer Price or greater than the highest price of the Offer Price when such price is expressed as a range) and the corresponding principal amount (or amounts as the case may be) of Term Loans at which such Term Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Reply Price, which must be in incremental amounts of $1,000, unless such Term Lender submits a Return Bid equal to such Lender’s entire remaining amount of Term Loans (the “Reply Amount”). In addition to the Return Bid, the participating Term Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment Agreement; (iv) based on the Reply Prices and Reply Amounts of the Term Loans as are specified by the Term Lenders, the Administrative Agent in consultation with Holdings and the Borrower, will determine (x) the applicable discount (the “Clearing Price”) for the relevant Auction Permitted Term Loan Purchase which will be announced sooneither (A) in the event the Reply Amounts relating to such Auction Purchase Notice are sufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the lowest Reply Price at which Holdings or the Borrower, as applicable, can complete the Auction Permitted Term Loan Purchase for the entire Purchase Amount, or (B) in the event that the Reply Amounts relating to such Auction Purchase Notice are insufficient to allow Holdings or the Borrower, as applicable, to complete a purchase of the entire Purchase Amount, the highest Reply Price that is less than or equal to the Offer Price when expressed as a price (or less than or equal to the highest price of the Offer Price when such price is expressed as a range). No later than the fifth Business Day following the date Return Bids are due, Holdings or the Borrower, as applicable, shall purchase Term Loans (or the respective portions thereof) from each Term Lender with one or more Reply Prices that are equal to or less than the Clearing Price (“Qualifying Bids”) at the Clearing Price (such Term Loans being referred to as “Qualifying Loans” and such Term Lenders being referred to as “Qualifying Lenders”); (v) Holdings or the Borrower, as applicable, shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Clearing Price; provided, that if the aggregate principal amount required to purchase the Qualifying Loans would exceed the Purchase Amount, the Purchase Amount will be Winning Bid allocated ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender. Holdings or the Borrower, as applicable, may increase the Purchase Amount at any time, and from time to time, prior to the third Business Day after the Administrative Agent has initially determined the Clearing Price. If Holdings or the Borrower, as applicable, so elects, the Administrative Agent, in consultation with Holdings or the Borrower, as applicable, shall determine the Clearing Price based on such increased Purchase Amount; (vi) the Auction Permitted Term Loan Purchases, to the extent not otherwise provided herein, shall be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, type of Term Loan, Interest Periods, additional notices by Holdings or the Borrower, as applicable, and determination of the Clearing Price) mutually acceptable to the Administrative Agent and Holdings or the Borrower, as applicable, it being understood that upon consummation of each Auction Permitted Term Loan Purchase, each Term Lender whose Term Loan (or portion thereof) will be purchased in such Auction Permitted Term Loan Purchase will complete the form of Assignment Agreement and deliver the same to the Administrative Agent for execution by Holdings or the Borrower, as applicable; (vii) upon submission by a Qualifying Lender of a Return Bid, such Qualifying Lender will be obligated to sell the entirety or its pro rata portion of the Reply Amount at the Clearing Price; (viii) The Administrative Agent shall waive the payment of the processing and recordation fee referred to in Section 8.05(e) of the Credit Agreement in connection with any Auction Permitted Term Loan Purchase; and (ix) Holdings and the Registered Bidder with Borrower shall not be permitted to initiate more than 5 Auction Processes without the Winning Bid will be adjudged as the Winning Bidder by M&M. Subject to the terms and conditions appearing under the Mahindra XUV400 User Agreement, on conclusion consent of the bidding process the Winning Bidder's bid shall form a contract for sale between the Winning Bidder and M&M, which unless otherwise specified in writing by M&M, shall incorporate these terms and conditionsAdministrative Agent.