Common use of Permitted Sales Clause in Contracts

Permitted Sales. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the outstanding Advances and request the Facility Agent to release its security interest and Lien on the related Collateral Loans in connection with a Permitted Sale, subject to the following terms and conditions: (i) The Borrower shall have given the Facility Agent, each Hedge Counterparty, each Lender, the E-Vault Provider and the Verification Agent at least five (5) Business Days’ prior written notice of its intent to effect a Permitted Sale and, at least two (2) Business Days prior to the closing of the Permitted Sale, shall provide the Facility Agent with all information reasonably required by it to produce the related Permitted Sale Release, substantially in the form attached hereto as Exhibit J. (ii) In connection with a Permitted Sale that is to occur on a date other than a Payment Date (in which case the relevant calculations with respect to such Permitted Sale shall be reflected on the applicable Monthly Report), the Borrower shall deliver, or cause to be delivered, to the Facility Agent (which the Facility Agent shall forward to each Lender upon receipt) a Permitted Sale Date Certificate and an updated Loan Schedule, together with evidence to the reasonable satisfaction of the Facility Agent that the Borrower shall have sufficient funds on the related Permitted Sale Date to effect such Permitted Sale in accordance with this Agreement, which funds may come from the proceeds of sales of the Collateral Loans in connection with such Permitted Sale (which sales must be made in arm’s-length transactions). (iii) On the related Permitted Sale Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Permitted Sale and the release to the Borrower of the related Collateral Loans on the related Permitted Sale Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Collateral Loans that will remain subject to this Agreement after giving effect to the Permitted Sale, (B) the representations and warranties contained in Sections 4.01 are true and correct in all material respects, except to the extent relating to an earlier date, (C) no Unmatured Servicer Event of Default, Servicer Event of Default, Unmatured Event of Default or Event of Default, has occurred or results from such Permitted Sale, and (D) no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist and, if such Permitted Sale Date occurs during any calendar month prior to the Determination Date for such calendar month, there shall be no reason to conclude that a Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist on such Determination Date. (iv) On the related Permitted Sale Date, the Facility Agent shall have received, for the benefit of the Lenders in immediately available funds, (A) in respect of the portion of the aggregate outstanding Advances to be prepaid, an amount equal to the amount necessary so that no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist after giving effect to such Permitted Sale and such prepayment, (B) an amount equal to all unpaid Interest (including any amounts payable under Section 2.09 in connection with such Permitted Sale Date not occurring on the last day of the relevant Interest Accrual Period or on the relevant Payment Date) to the extent reasonably determined by the Facility Agent to be attributable to that portion of the outstanding Advances to be paid in connection with the Permitted Sale, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Lenders and the other Secured Parties, as applicable, under this Agreement and the other Facility Documents, to the extent accrued to such date and to accrue thereafter (including any amounts due under Section 2.09) and (D) any Prepayment Fee due as a result of such Permitted Sale and all other Obligations then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be applied on such Permitted Date to the payment of principal on outstanding Advances ratably among the Classes based on their respective Class Percentage as of such date and ratably among the Lenders of each Class based on their respective Invested Percentages as of such date, (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 9.01 on the next Payment Date (or on such Payment Date, if the Permitted Sale Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Permitted Sale Date; provided, however, that if the amount paid pursuant to clause (A) exceeds the principal amount of the outstanding Advances on such Permitted Sale Date, then the amount of such excess shall be distributed to the Borrower on such Permitted Sale Date free and clear of any Liens in favor of the Secured Parties. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Facility Agent, the E-Vault Provider, the Verification Agent, the Backup Servicer and the Lenders in connection with any Permitted Sale (including expenses incurred in connection with the release of the Lien of the Facility Agent in connection with such Permitted Sale). (c) In connection with any Permitted Sale, on the related Permitted Sale Date, subject to satisfaction of the conditions referred to in this Section, the Facility Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower, including a Permitted Sale Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Borrower to take such actions, as are necessary and appropriate to release the Lien of the Facility Agent on the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Collateral Loans and related Collateral.

Permitted Sales. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the outstanding Advances and request the Facility Administrative Agent to release its security interest and Lien on the related Collateral Loans in connection with a Permitted Sale, subject to the following terms and conditions: (i) The Borrower shall have given the Facility Administrative Agent, each Hedge Counterparty, each Lender, the E-Vault Provider Counterparty and the Verification Agent Custodian at least five (5) Business Days’ prior written notice of its intent to effect a Permitted Sale and, at least two (2) Business Days prior to the closing of the Permitted Sale, shall provide the Facility Administrative Agent with all information reasonably required by it to produce the related Permitted Sale Release, substantially in the form attached hereto as Exhibit J. (ii) In connection with a Permitted Sale that is to occur on a date other than a Payment Date (in which case the relevant calculations with respect to such Permitted Sale shall be reflected on the applicable Monthly Report), the Borrower shall deliver, or cause to be delivered, to the Facility Administrative Agent (which the Facility Administrative Agent shall forward to each Lender upon receipt) a Permitted Sale Date Certificate and an updated Loan Schedule, together with evidence to the reasonable satisfaction of the Facility Administrative Agent that the Borrower shall have sufficient funds on the related Permitted Sale Date to effect such Permitted Sale in accordance with this Agreement, which funds may come from the proceeds of sales of the Collateral Loans in connection with such Permitted Sale (which sales must be made in arm’s-arm’s- length transactions). (iii) On the related Permitted Sale Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Permitted Sale and the release to the Borrower of the related Collateral Loans on the related Permitted Sale Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Collateral Loans that will remain subject to this Agreement after giving effect to the Permitted Sale, (B) the representations and warranties contained in Sections 4.01 are true and correct in all material respects, except to the extent relating to an earlier date, (C) no Unmatured Servicer Event of Default, Servicer Event of Default, Unmatured Event of Default or Event of Default, has occurred or results from such Permitted Sale, and (D) no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency the Maximum Advance Rate Test shall exist be satisfied and, if such Permitted Sale Date occurs during any calendar month prior to the Determination Date for such calendar month, there shall be no reason to conclude that a Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist the Maximum Advance Rate Test will not be satisfied on such Determination Date. (iv) On the related Permitted Sale Date, the Facility Administrative Agent shall have received, for the benefit of the Lenders in immediately available funds, (A) in respect of the portion of the aggregate outstanding Advances to be prepaid, an amount equal to the amount necessary so that no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency the Maximum Advance Rate Test shall exist be satisfied after giving effect to such Permitted Sale and such prepayment, (B) an amount equal to all unpaid Interest (including any amounts payable under Section 2.09 in connection with such Permitted Sale Date not occurring on the last day of the relevant Interest Accrual Period or on the relevant Payment Date) to the extent reasonably determined by the Facility Administrative Agent to be attributable to that portion of the outstanding Advances to be paid in connection with the Permitted Sale, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Administrative Agent, the Lenders and the other Secured Parties, as applicable, under this Agreement and the other Facility Documents, to the extent accrued to such date and to accrue thereafter (including any amounts due under Section 2.09) and (D) any Prepayment Fee due as a result of such Permitted Sale and all other Obligations then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be applied on such Permitted Date to the payment of principal on outstanding Advances ratably among the Classes based on their respective Class Percentage as of such date and ratably among the Lenders of each Class based on their respective Invested Percentages as of such dateAdvances, (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 9.01 on the next Payment Date (or on such Payment Date, if the Permitted Sale Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Permitted Sale Date; provided, however, that if the amount paid pursuant to clause (A) exceeds the principal amount of the outstanding Advances on such Permitted Sale Date, then the amount of such excess shall be distributed to the Borrower on such Permitted Sale Date free and clear of any Liens in favor of the Secured Parties. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Facility Administrative Agent, the E-Vault Provider, the Verification AgentCustodian, the Backup Servicer and the Lenders in connection with any Permitted Sale (including expenses incurred in connection with the release of the Lien of the Facility Administrative Agent in connection with such Permitted Sale). (c) In connection with any Permitted Sale, on the related Permitted Sale Date, subject to satisfaction of the conditions referred to in this Section, the Facility Administrative Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower, including a Permitted Sale Release, in favor of the Borrower as the Borrower may reasonably request, (ii) x deliver or cause to be delivered any portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Borrower to take such actions, as are necessary and appropriate to release the Lien of the Facility Administrative Agent on the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Collateral Loans and related Collateral.

Permitted Sales. (a) On any Business DayDuring the Term, a Holder may Sell Restricted Securities: a. the Borrower shall have intended Sale is permitted or required by Section 10; b. a registration statement under the right to prepay all or (subject to clause (iv) below) a portion of Securities Act covering such proposed sale is effective, and the outstanding Advances and request the Facility Agent to release its security interest and Lien on the related Collateral Loans Holder Sells in connection accordance with a Permitted Sale, subject to the following terms and conditions:such registration statement; (i) The Borrower shall have given if the Facility Agentproposed Sale is, each Hedge Counterpartyfor value, each Lender, including Sales made in a private offering by both the E-Vault Provider Company and certain of its stockholders scheduled to occur in December 1999 and the Verification Agent at least five (5) Business Days’ prior written notice first quarter of its intent 2000, or is a Sale to effect a Permitted Sale andwhich the provisions of clauses a, at least two (2) Business Days prior to b, d, and e of this Section do not apply, such Holder has notified the closing Company of the Permitted Saleproposed Sale and has furnished the Company with a detailed statement of the circumstances surrounding the proposed Sale including the name and address of the buyer and identifying the Restricted Securities with respect to which such rights are being assigned, shall provide the Facility Agent with all information reasonably required by it to produce the related Permitted Sale Release, substantially in the form attached hereto as Exhibit J. and (ii) In connection the buyer, as a condition to the effectiveness of such Sale, has executed a counterpart of this Agreement expressly assuming the obligations of a Holder under this Agreement; and, if the Company requests, such Holder shall also furnish the Company with an opinion of counsel, reasonably satisfactory to the Company, that such Sale does not require registration of such Securities under the Securities Act; (i) if the proposed Sale is a Permitted Sale that is to occur on a date other than a Payment Date (in which case the relevant calculations with respect to such Permitted Sale shall be reflected on the applicable Monthly Report), the Borrower shall delivertransfer by gift, or cause other transfer by a Holder to be delivereda member of the Holder's Immediate Family to which the provisions of clause e of this Section 3 does not apply, and (ii) the donee or other transferee, as a condition to the Facility Agent effectiveness of such Sale, has executed a counterpart of this Agreement expressly assuming the obligations of a Holder under this Agreement; or (which i) if the Facility Agent shall forward proposed Sale is a transfer to each Lender upon receipta spouse or former spouse pursuant to an agreement of separation or divorce approved by a court of competent jurisdiction, and (ii) the transferee, as a Permitted Sale Date Certificate and an updated Loan Schedule, together with evidence condition to the reasonable satisfaction effectiveness of such Sale, has executed a counterpart of this Agreement expressly assuming the Facility Agent that the Borrower shall have sufficient funds on the related Permitted Sale Date to effect such Permitted Sale in accordance with obligations of a Holder under this Agreement, which funds may come from the proceeds of sales of the Collateral Loans in connection with such Permitted Sale (which sales must be made in arm’s-length transactions). (iiii) On if the related Permitted proposed Sale Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Permitted Sale and the release to the Borrower of the related Collateral Loans on the related Permitted Sale Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Collateral Loans that will remain subject to this Agreement after giving effect to the Permitted Sale, (B) the representations and warranties contained in Sections 4.01 are true and correct in all material respects, except to the extent relating is a transfer to an earlier date, (C) no Unmatured Servicer Event of Default, Servicer Event of Default, Unmatured Event of Default or Event of Default, has occurred or results from such Permitted SaleAffiliate, and (Dii) no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist andthe Affiliate transferee, if such Permitted Sale Date occurs during any calendar month prior as a condition to the Determination Date for effectiveness of such calendar month, there shall be no reason to conclude that a Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist on such Determination Date. (iv) On the related Permitted Sale Date, the Facility Agent shall have received, for the benefit of the Lenders in immediately available funds, (A) in respect of the portion of the aggregate outstanding Advances to be prepaid, an amount equal to the amount necessary so that no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist after giving effect to such Permitted Sale and such prepayment, (B) an amount equal to all unpaid Interest (including any amounts payable under Section 2.09 in connection with such Permitted Sale Date not occurring on the last day of the relevant Interest Accrual Period or on the relevant Payment Date) to the extent reasonably determined by the Facility Agent to be attributable to that portion of the outstanding Advances to be paid in connection with the Permitted Sale, (C) an aggregate amount equal to has executed a counterpart of this Agreement expressly assuming the sum obligations of all other amounts due and owing to the Facility Agent, the Lenders and the other Secured Parties, as applicable, a Holder under this Agreement and the other Facility Documents, to the extent accrued to such date and to accrue thereafter (including any amounts due under Section 2.09) and (D) any Prepayment Fee due as a result of such Permitted Sale and all other Obligations then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be applied on such Permitted Date to the payment of principal on outstanding Advances ratably among the Classes based on their respective Class Percentage as of such date and ratably among the Lenders of each Class based on their respective Invested Percentages as of such date, (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 9.01 on the next Payment Date (or on such Payment Date, if the Permitted Sale Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Permitted Sale Date; provided, however, that if the amount paid pursuant to clause (A) exceeds the principal amount of the outstanding Advances on such Permitted Sale Date, then the amount of such excess shall be distributed to the Borrower on such Permitted Sale Date free and clear of any Liens in favor of the Secured PartiesAgreement. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Facility Agent, the E-Vault Provider, the Verification Agent, the Backup Servicer and the Lenders in connection with any Permitted Sale (including expenses incurred in connection with the release of the Lien of the Facility Agent in connection with such Permitted Sale). (c) In connection with any Permitted Sale, on the related Permitted Sale Date, subject to satisfaction of the conditions referred to in this Section, the Facility Agent shall, at the expense of the Borrower, (i) execute such instruments of release with respect to the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower, including a Permitted Sale Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Borrower to take such actions, as are necessary and appropriate to release the Lien of the Facility Agent on the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Collateral Loans and related Collateral.

Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer. Following the termination of the Merger Agreement, each party hereto (aa "Designated Holder") On any Business Day, may by written notice (the Borrower shall have "Registration Notice") to the right other party (the "Registrant") request the Registrant to prepay register under the Securities Act all or any part of the Restricted Shares beneficially owned by such Designated Holder (subject the "Registrable Securities") pursuant to clause a bona fide firm commitment underwritten public offering in which the Designated Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use their best efforts to prevent any person (ivincluding any Group (as used in Rule 13d-5 under the Exchange Act)) below) a portion and its affiliates from purchasing through such offering Restricted Shares representing more than 1% of the outstanding Advances shares of common stock of the Registrant on a fully diluted basis (a "Permitted Offering"). The Registration Notice shall include a certificate executed by the Designated Holder and request its proposed managing underwriter, which underwriter shall be an investment banking firm of nationally recognized standing (the Facility Agent to release its security interest and Lien on the related Collateral Loans in connection with a Permitted Sale"Manager"), subject to the following terms and conditions: stating that (i) The Borrower shall they have given a good-faith intention to commence promptly a Permitted Offering and (ii) the Facility AgentManager in good faith believes that, each Hedge Counterpartybased on the then prevailing market conditions, each Lender, it will be able to sell the E-Vault Provider and the Verification Agent Registrable Securities at a per share price equal to at least five 80% of the then Fair Market Value of such shares. The Registrant (5and/or any person designated by the Registrant) Business Days’ prior shall thereupon have the option, exercisable by written notice delivered to the Designated Holder within 10 business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities proposed to be so sold for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities to be so purchased by the Registrant and (ii) the then Fair Market Value of such shares. Any such purchase of Registrable Securities by the Registrant (or its designee) hereunder shall take place at a closing to be held at the principal executive offices of the Registrant or at the offices of its intent counsel at any reasonable date and time designated by the Registrant and/or such designee in such notice within 20 business days after delivery of such notice. Any payment for the shares to effect a Permitted Sale and, be purchased shall be made by delivery at least two (2) Business Days prior to the time of such closing of the Permitted Sale, shall provide the Facility Agent with all information reasonably required by it to produce the related Permitted Sale Release, substantially in the form attached hereto as Exhibit J. (ii) In connection with a Permitted Sale that is to occur on a date other than a Payment Date (in which case the relevant calculations with respect to such Permitted Sale shall be reflected on the applicable Monthly Report), the Borrower shall deliver, or cause to be delivered, to the Facility Agent (which the Facility Agent shall forward to each Lender upon receipt) a Permitted Sale Date Certificate and an updated Loan Schedule, together with evidence to the reasonable satisfaction of the Facility Agent that the Borrower shall have sufficient funds on the related Permitted Sale Date to effect such Permitted Sale in accordance with this Agreement, which funds may come from the proceeds of sales of the Collateral Loans in connection with such Permitted Sale (which sales must be made in arm’s-length transactions). (iii) On the related Permitted Sale Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Permitted Sale and the release to the Borrower of the related Collateral Loans on the related Permitted Sale Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Collateral Loans that will remain subject to this Agreement after giving effect to the Permitted Sale, (B) the representations and warranties contained in Sections 4.01 are true and correct in all material respects, except to the extent relating to an earlier date, (C) no Unmatured Servicer Event of Default, Servicer Event of Default, Unmatured Event of Default or Event of Default, has occurred or results from such Permitted Sale, and (D) no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist and, if such Permitted Sale Date occurs during any calendar month prior to the Determination Date for such calendar month, there shall be no reason to conclude that a Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist on such Determination Date. (iv) On the related Permitted Sale Date, the Facility Agent shall have received, for the benefit of the Lenders Option Price in immediately available funds. If the Registrant does not elect to exercise its option pursuant to this Section 10 with respect to all Registrable Securities, (A) in respect it shall use its best efforts to effect, as promptly as practicable, the registration under the Securities Act of the portion of the aggregate outstanding Advances unpurchased Registrable Securities proposed to be prepaid, an amount equal to the amount necessary so that no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist after giving effect to such Permitted Sale and such prepayment, (B) an amount equal to all unpaid Interest (including any amounts payable under Section 2.09 in connection with such Permitted Sale Date not occurring on the last day of the relevant Interest Accrual Period or on the relevant Payment Date) to the extent reasonably determined by the Facility Agent to be attributable to that portion of the outstanding Advances to be paid in connection with the Permitted Sale, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Lenders and the other Secured Parties, as applicable, under this Agreement and the other Facility Documents, to the extent accrued to such date and to accrue thereafter (including any amounts due under Section 2.09) and (D) any Prepayment Fee due as a result of such Permitted Sale and all other Obligations then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be applied on such Permitted Date to the payment of principal on outstanding Advances ratably among the Classes based on their respective Class Percentage as of such date and ratably among the Lenders of each Class based on their respective Invested Percentages as of such date, (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 9.01 on the next Payment Date (or on such Payment Date, if the Permitted Sale Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Permitted Sale Datesold; provided, however, that if (i) neither party shall be entitled to more than an aggregate of two effective registration statements hereunder and (ii) the amount paid pursuant Registrant will not be required to file any such registration statement during any period of time (not to exceed 40 days after such request in the case of clause (A) exceeds below or 90 days in the principal amount case of the outstanding Advances on such Permitted Sale Date, then the amount of such excess shall be distributed clauses (B) and (C) below) when The registration rights set forth in this Section 10 are subject to the Borrower on such Permitted Sale Date free and clear of any Liens in favor of condition that the Secured Parties. (b) The Borrower hereby agrees to pay Designated Holder shall provide the reasonable legal fees and expenses of the Facility Agent, the E-Vault Provider, the Verification Agent, the Backup Servicer and the Lenders in connection with any Permitted Sale (including expenses incurred in connection with the release of the Lien of the Facility Agent in connection Registrant with such Permitted Sale). (c) In connection with any Permitted Sale, on the related Permitted Sale Date, subject to satisfaction of the conditions referred to in this Section, the Facility Agent shall, at the expense of the Borrower, (i) execute such instruments of release information with respect to such holder's Registrable Securities, the portion plans for the distribution thereof, and such other information with respect to such holder as, in the reasonable judgment of counsel for the Collateral Loans (and Registrant, is necessary to enable the other related Collateral) Registrant to include in such registration statement all material facts required to be released disclosed with respect to the Borrower, including a Permitted Sale Release, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver or cause to be delivered any portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Borrower to take such actions, as are necessary and appropriate to release the Lien of the Facility Agent on the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Collateral Loans and related Collateralregistration thereunder.

Permitted Sales. (a) On any Business Day, The Company’s Board of Directors has waived the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the outstanding Advances and request the Facility Agent to release its security interest and Lien on the related Collateral Loans in connection with a Permitted Sale, subject to the following terms and conditions: (i) The Borrower shall have given the Facility Agent, each Hedge Counterparty, each Lender, the E-Vault Provider and the Verification Agent at least five (5) Business Days’ prior written notice of its intent to effect a Permitted Sale and, at least two (2) Business Days prior to the closing of the Permitted Sale, shall provide the Facility Agent with all information reasonably required by it to produce the related Permitted Sale Release, substantially restrictions set forth in the form attached hereto Company’s Amended and Restated Bylaws, as Exhibit J. amended (ii) In connection with a Permitted Sale that is to occur on a date other than a Payment Date (in which case the relevant calculations with respect to such Permitted Sale shall be reflected on the applicable Monthly Report“Bylaws”), the Borrower shall deliver, or cause to be delivered, to the Facility Agent (which the Facility Agent shall forward to each Lender upon receipt) a Permitted Sale Date Certificate and an updated Loan Schedule, together with evidence to the reasonable satisfaction of the Facility Agent that the Borrower shall have sufficient funds on the related Permitted Sale Date to effect such Permitted Sale in accordance with this Agreement, which funds may come from the proceeds of sales of the Collateral Loans in connection with such Permitted Sale (which sales must be made in arm’s-length transactions). (iii) On the related Permitted Sale Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Permitted Sale and the release to the Borrower of the related Collateral Loans on the related Permitted Sale Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Collateral Loans sale by you of an aggregate of up to $20,000,000 of Common Stock currently owned by you, Xxxxx Xxxxxxx, Xxxx Xxxxxxx, The RRl Trust, The RR2 Trust, The RR3 Trust, The COMPASS 2015 GRAT and The COMPASS 2017 GRAT (including any sales which have been consummated by you since January 1, 2020, and including any sales which have not yet been consummated, notwithstanding that they may be currently in negotiation). This waiver is subject to (i) the price paid by the buyer per share for the Common Stock in any such sale being not less than $100.27 per share and not greater than $138.84 per share, (ii) all such sales being consummated pursuant to a stock transfer agreement in a form based on that attached as Exhibit D (the “Form Stock Purchase Agreement”) with such changes that are not adverse to the Company or as otherwise agreed in writing by the Company (as so modified, the “Modified Stock Purchase Agreement”) and wherein the buyer will agree that the shares will remain subject to this Agreement after giving effect all transfer restrictions applicable to the Permitted Saleshares as set forth therein and (iii) all such sales being consummated on or prior to September 10, (B2020. You acknowledge that the Company will not be responsible for paying any brokers’, finders’ and other fees and costs associated with all such sales, and you and the Company acknowledge that the per-share prices noted in this Section 5 above are calculated as though no such fees are payable. The Company acknowledges that it has waived the restriction on transfer set forth in the Company’s by-laws, has waived its right of first refusal, and has received executed waivers of rights of first refusal and co-sale from required stockholders, as necessary for the closing conditions described in Section 2.3(c)(iii) and 2.3(d)(ii) of the representations Form Stock Purchase Agreement to be fulfilled and warranties contained in Sections 4.01 are true and correct in all material respects, except satisfied as to the extent relating Company and its stockholders with respect to an earlier date, (C) no Unmatured Servicer Event of Default, Servicer Event of Default, Unmatured Event of Default or Event of Default, has occurred or results from such Permitted Sale, and (D) no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist and, if such Permitted Sale Date occurs during any calendar month prior to the Determination Date for such calendar month, there shall be no reason to conclude that a Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist on such Determination Date. (iv) On the related Permitted Sale Datesales permitted by this Section 5. Upon your request, the Facility Agent shall have received, for the benefit of the Lenders in immediately available funds, (A) in respect of the portion of the aggregate outstanding Advances to be prepaid, an amount equal to the amount necessary so that no Class A Borrowing Base Deficiency or Class B Borrowing Base Deficiency shall exist after giving effect to such Permitted Sale and such prepayment, (B) an amount equal to all unpaid Interest (including any amounts payable under Section 2.09 in connection with such Permitted Sale Date not occurring on the last day of the relevant Interest Accrual Period or on the relevant Payment Date) to the extent reasonably determined by the Facility Agent to be attributable to that portion of the outstanding Advances to be paid in connection with the Permitted Sale, (C) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Lenders and the other Secured Parties, as applicable, under this Agreement and the other Facility Documents, to the extent accrued to such date and to accrue thereafter (including any amounts due under Section 2.09) and (D) any Prepayment Fee due as a result of such Permitted Sale and all other Obligations then due and payable with respect thereto. The amount paid pursuant to (1) clause (A) shall be applied on such Permitted Date to the payment of principal on outstanding Advances ratably among the Classes based on their respective Class Percentage as of such date and ratably among the Lenders of each Class based on their respective Invested Percentages as of such date, (2) clause (B) shall be deposited in the Collection Account to be applied as Available Funds pursuant to Section 9.01 on the next Payment Date (or on such Payment Date, if the Permitted Sale Date is on a Payment Date) and (3) clauses (C) and (D) shall be paid to the Persons to whom such amounts are to be owed on such Permitted Sale Date; provided, however, that if the amount paid pursuant to clause (A) exceeds the principal amount of the outstanding Advances on such Permitted Sale Date, then the amount of such excess shall be distributed to the Borrower on such Permitted Sale Date free and clear of any Liens in favor of the Secured Parties. (b) The Borrower hereby Company agrees to pay promptly return a signed counterpart to any Modified Stock Purchase Agreement meeting the reasonable legal fees and expenses requirements of the Facility Agent, the E-Vault Provider, the Verification Agent, the Backup Servicer and the Lenders in connection with any Permitted Sale (including expenses incurred in connection with the release of the Lien of the Facility Agent in connection with such Permitted Sale). (c) In connection with any Permitted Sale, on the related Permitted Sale Date, subject to satisfaction of the conditions referred to in this Section, the Facility Agent shall, at the expense of the BorrowerSection 5. Further, (i) execute such instruments of release with respect you agree that you will use reasonable efforts to subject the transferred shares to a proxy in substantially the form attached to the portion of Form Stock Purchase Agreement (it being understood that the Collateral Loans (and the other related Collateral) to be released Company will return its signed counterpart to the Borrower, including a Permitted Sale Release, in favor of the Borrower as the Borrower may reasonably request, Modified Stock Purchase Agreement regardless whether such proxy is obtained) and (ii) deliver or cause to be delivered the Company will reasonably cooperate with you in any portion such sale meeting the requirements of the Collateral Loans (and the other related Collateral) to be released to the Borrower to the Borrower and (iii) otherwise take such actions, and cause or permit the Borrower to take such actions, as are necessary and appropriate to release the Lien of the Facility Agent on the portion of the Collateral Loans (and the other related Collateral) to be released to the Borrower and deliver to the Borrower such Collateral Loans and related Collateralthis Section 5.