Common use of Sale of Collateral Clause in Contracts

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Principal Amount Notes or claims for interest on them Interest Bearing Notes rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral described pursuant to Section 5.05 is subject 5.2 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts due under this Section 5.17Indenture have been paid in full. The Indenture Trustee waives its right may from time to time, upon directions in accordance with Section 5.8, postpone any amount fixed public sale by law as compensation for public announcement made at the time and place of such sale. For any Salepublic sale of the Collateral, the Indenture Trustee shall have provided each Noteholder and Moody’s with notice of such sale at least two (2) weeks in advance of such sale which notice shall specify the date, time and location of such sale. (b) In connection with a Sale of any of To the extent permitted by applicable law, the Indenture Trustee shall not sell the Collateral, or any portion thereof in a private sale to a third party unless, (i) the holders of not less than 66-2/3% of the then Outstanding Principal Balance of the Notes consent to or direct the Indenture Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due under this Indenture. (c) In connection with a sale of all or any Holder portion of Notes the Collateral: (i) any one or more Noteholders may bid for and purchase the property offered for sale, and on upon compliance with the terms of sale may own the property hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying its the purchase priceprice therefore, deliver in lieu of cash any Outstanding Notes or claims for interest on them rather than cash up to thereon for credit in the amount that would be payable on them from the shall, upon distribution of the net proceeds of the such sale, be payable thereon, and the Notes Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders Noteholders after being appropriately stamped to show such partial payment if the amount payable for the property is less than the amount due on the Notespayment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in and convey any portion of the Collateral in connection with its Salea sale thereof, and to take all action necessary to effect the Sale; andsuch sale; (viii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse, any portion of the Collateral in connection with a sale thereof; (iv) no purchaser or transferee at such a Sale need sale shall be bound to ascertain the Indenture Trustee's ’s authority, inquire into the satisfaction of any conditions precedent, precedent or see to the application of any moniesfunds; and (v) the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default described in Sections 5.1(i) or (ii), unless the applicable conditions in this Section 5.14 are met and: (A) all the Noteholders direct in writing a sale or liquidation of the Collateral, (B)(i) the Indenture Trustee (or its agent) determines, based on a certification of the Issuer, that the anticipated proceeds of such sale or liquidation (after deducting the reasonable expenses of such sale or liquidation), based on a certificate of the Issuer, would be sufficient to discharge in full all amounts due and unpaid upon such Notes and other amounts payable pursuant to Section 8.3(c) and (ii) the Noteholders acting unanimously do not direct in writing the Indenture Trustee to the contrary within fifteen (15) days of receipt of notice of such determination by the Indenture Trustee or (C) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders of 66-2/3% of the Outstanding Principal Balance of the Notes. In determining whether to sell or hold the Collateral, the Indenture Trustee may obtain and rely upon an opinion of any Independent investment banking or accounting firm of national reputation in the United States as to the feasibility of such proposed action and as to the sufficiency of the Collateral to discharge in full all amounts then due and unpaid upon the Notes for principal and interest. (d) The method, manner, time, place and terms of any sale of all or any portion of the Collateral shall be commercially reasonable. (e) The provisions of this Section 5.14 shall not be construed to restrict the ability of the Indenture Trustee to exercise any rights and powers against the Issuer or the Collateral that are vested in the Indenture Trustee by this Indenture, including, without limitation, the power of the Indenture Trustee to proceed against the collateral subject to the Lien of this Indenture and to institute judicial proceedings for the collection of any deficiency remaining thereafter. (f) The purchase price received by the Indenture Trustee in respect of any sale made in accordance with this Section shall be deemed conclusive and binding on the parties hereto and the Noteholders and the proceeds of such sale shall be applied in accordance with Section 8.3(c).

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral described pursuant to Section 5.05 is subject 5.2 shall not be exhausted by any one or more sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts due under this Section 5.17Indenture have been paid in full. The Indenture Trustee waives its right may from time to time, upon directions in accordance with Section 5.8, postpone any amount fixed public sale by law as compensation for public announcement made at the time and place of such sale. For any Salepublic sale of the Collateral, the Indenture Trustee shall have provided each Noteholder and Moody’s with notice of such sale at least two (2) weeks in advance of such sale which notice shall specify the date, time and location of such sale. (b) In connection with a Sale of any of To the extent permitted by applicable law, the Indenture Trustee shall not sell the Collateral, or any portion thereof in a private sale to a third party unless, (i) the holders of not less than 66 2/3% of the then Outstanding Principal Balance of the Notes consent to or direct the Indenture Trustee in writing to make such sale; or (ii) the proceeds of such sale would be not less than the sum of all amounts due under this Indenture. (c) In connection with a sale of all or any Holder portion of Notes the Collateral: (i) any one or more Noteholders may bid for and purchase the property offered for sale, and on upon compliance with the terms of sale may own the property hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying its the purchase priceprice therefore, deliver in lieu of cash any Outstanding Notes or claims for interest on them rather than cash up to thereon for credit in the amount that would be payable on them from the shall, upon distribution of the net proceeds of the such sale, be payable thereon, and the Notes Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders Noteholders after being appropriately stamped to show such partial payment if the amount payable for the property is less than the amount due on the Notespayment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in and convey any portion of the Collateral in connection with its Salea sale thereof, and to take all action necessary to effect the Sale; andsuch sale; (viii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring, without representation, warranty or recourse, any portion of the Collateral in connection with a sale thereof; (iv) no purchaser or transferee at such a Sale need sale shall be bound to ascertain the Indenture Trustee's ’s authority, inquire into the satisfaction of any conditions precedent, precedent or see to the application of any moniesfunds; and (v) the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default described in Sections 5.1(i) or (ii), unless the applicable conditions in this Section 5.14 are met and: (A) all the Noteholders direct in writing a sale or liquidation of the Collateral, (B)(i) the Indenture Trustee (or its agent) determines, based on a certification of the Issuer, that the anticipated proceeds of such sale or liquidation (after deducting the reasonable expenses of such sale or liquidation), based on a certificate of the Issuer, would be sufficient to discharge in full all amounts due and unpaid upon such Notes and other amounts payable pursuant to Section 8.3(c) and (ii) the Noteholders acting unanimously do not direct in writing the Indenture Trustee to the contrary within fifteen (15) days of receipt of notice of such determination by the Indenture Trustee or (C) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Indenture Trustee obtains the consent of Noteholders of 66 2/3% of the Outstanding Principal Balance of the Notes. In determining whether to sell or hold the Collateral, the Indenture Trustee may obtain and rely upon an opinion of any Independent investment banking or accounting firm of national reputation in the United States as to the feasibility of such proposed action and as to the sufficiency of the Collateral to discharge in full all amounts then due and unpaid upon the Notes for principal and interest. (d) The method, manner, time, place and terms of any sale of all or any portion of the Collateral shall be commercially reasonable. (e) The provisions of this Section 5.14 shall not be construed to restrict the ability of the Indenture Trustee to exercise any rights and powers against the Issuer or the Collateral that are vested in the Indenture Trustee by this Indenture, including, without limitation, the power of the Indenture Trustee to proceed against the collateral subject to the Lien of this Indenture and to institute judicial proceedings for the collection of any deficiency remaining thereafter. (f) The purchase price received by the Indenture Trustee in respect of any sale made in accordance with this Section shall be deemed conclusive and binding on the parties hereto and the Noteholders and the proceeds of such sale shall be applied in accordance with Section 8.3(c).

Sale of Collateral. (a) The power to effect any sale or other disposition (a "“Sale"”) of any portion of the Collateral pursuant to Section 5.05 is subject 11.5 shall not be exhausted by any one or more Sales as to this Section 5.17any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Notes and all amounts owing to the Insurer shall have been paid, whichever occurs later. The Indenture Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. The Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. The Trustee may reimburse itself from the proceeds of any sale for the reasonable costs and expenses incurred in connection with such sale. The net proceeds of such sale shall be applied as provided in this Indenture. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, The Trustee and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) a Sale thereof. In addition, the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its and convey the Issuer’s interest in any portion of the Collateral in connection with its Salea Sale thereof, and to take all action necessary to effect the such Sale; and (v) no . No purchaser or transferee at a such Sale need shall be bound to ascertain the Indenture Trustee's ’s authority, inquire into the satisfaction of any conditions precedent, precedent or see to the application of any monies.

Sale of Collateral. (a) The power Collateral may be sold, transferred or otherwise disposed of by the Debtor free from the lien of this Note Agreement and any applicable supplemental note agreement at any time, provided that the Trustee has received from the Debtor a written statement of the gross proceeds to be derived from the sale and the Person to which the Collateral is to be sold or transferred and certifying to the Trustee substantially in the form of Exhibit B: (i) the disposition price is equal to or in excess of the amount disbursed from the Concentration Account to acquire the Collateral (less any principal amounts received by the Trustee with respect to such Collateral); or (ii) the disposition price is lower than the amount disbursed from the Concentration Account to acquire the Collateral (less any principal amounts received by the Trustee with respect to such Collateral), and (A) the Revenues expected to be received from the remaining Collateral (after giving effect to such disposition) would be at least equal to the Revenues required to timely pay the principal and interest on the Outstanding Notes, or (B) the Debtor shall remain able to pay debt service on the Notes and make payment on any sale other Obligations on a timely basis (after giving effect to such sale, transfer or other disposition (disposition) whereas it would not have been able to do so on a "Sale") of any portion timely basis if it had not sold, transferred or disposed of the Collateral pursuant at such discounted amount, or (C) the sum of the amounts on deposit in the Accounts (less moneys in any Account which the Debtor, Servicer, or Administrator is then entitled to Section 5.05 is subject receive but which has not yet been removed from the Account) plus the Net Collectible Amount of the Receivables and the fair market value of other Collateral will be at least equal to this Section 5.17. The Indenture Trustee waives its right one hundred percent (100%) of the aggregate principal amount of the then Outstanding Obligations plus accrued interest after giving effect to any amount fixed by law as compensation for any Salesuch sale, transfer or other disposition. (b) In connection with a Sale of any The Trustee, following receipt of the Collateral,foregoing and such other certificates as may be required by this Note Agreement or any applicable supplemental note agreement, shall release such Collateral from the lien of this Note Agreement upon the receipt of the gross proceeds set forth on a certification substantially in the form of Exhibit B and deliver all documents evidencing the Debtor's ownership of the collateral as directed in writing by the Debtor at the expense of the Debtor. (ic) Gross proceeds to be received upon any Holder disposition of Notes Collateral may bid for the property offered for sale, and on compliance with the terms consist of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the NotesPermitted Investments, and any property so acquired by the Indenture and/or Eligible Receivables. The Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument deposit all of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire such gross proceeds into the satisfaction of any conditions precedent, or see to the application of any moniesConcentration Account.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "“Sale"”) of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Principal Amount Notes or claims for interest on them Interest Bearing Notes rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's ’s authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "SaleSALE") of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "“Sale"”) of any portion of the Collateral pursuant to Section 5.05 is subject 804 hereof shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Notes and under this Section 5.17Loan Agreement and the related Supplement with respect thereto shall have been paid. The Indenture Trustee waives its right Agent may from time to time postpone any amount fixed Sale by law as compensation for any public announcement made at the time and place of such Sale. (b) In connection with a Sale Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any Proceeding for the foreclosure or involving the enforcement of the Collateral, this Loan Agreement: (i) any Holder the Agent, on behalf of Notes all Noteholders, may bid for and purchase the property offered for salebeing sold, and on upon compliance with the terms of sale such Sale may own hold, retain and possess and dispose of such property in accordance with the property without further accountability, terms of this Loan Agreement; and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid receipt of the Agent or of any officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for and acquire the property offered for Saleits or their purchase money, and may such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase any portion money and receiving such receipt of the Collateral Agent or of such officer therefor, be obliged to see to the application of such purchase money or be in a private saleany way answerable for any loss, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale misappropriation or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture;non-application thereof. (iiic) the Indenture Trustee The Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) a Sale thereof. In addition, the Indenture Trustee Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with its Salea Sale thereof, and to take all action necessary to effect the such Sale; and (v) no . No purchaser or transferee at such a Sale need shall be bound to ascertain the Indenture Trustee's Agent’s authority, inquire into the satisfaction of any conditions precedent, precedent or see to the application of any monies.

Sale of Collateral. (a) The power Collateral may be sold, transferred or otherwise disposed of by the Company free from the lien of this Indenture and any applicable supplemental indenture or Board Resolution adopted in accordance with Section 3.01 at any time, provided that the Trustee has received from the Company a written statement of the gross proceeds to be derived from the sale and the Person to which the Collateral is to be sold or transferred and certifying to the Trustee substantially in the form of Exhibit C: (i) the disposition price is equal to or in excess of the amount disbursed from the Funding Account to acquire the Collateral (less any principal amounts received by the Trustee with respect to such Collateral); or (ii) the disposition price is lower than the amount disbursed from the Funding Account to acquire the Collateral (less any principal amounts received by the Trustee with respect to such Collateral), and (A) the Revenues expected to be received from the remaining Collateral (after giving effect to such disposition) would be at least equal to the Revenues required to timely pay the principal and interest on the Outstanding Securities, or (B) the Company shall remain able to pay debt service on the Securities and make payment on any sale other Obligations on a timely basis (after giving effect to such sale, transfer or other disposition (disposition) whereas it would not have been able to do so on a "Sale") of any portion timely basis if it had not sold, transferred or disposed of the Collateral pursuant at such discounted amount, or (C) the sum of the amounts on deposit in the Accounts (less moneys in any Account which the Company is then entitled to Section 5.05 is subject receive but which has not yet been removed from the Account) plus the Net Collectible Amount of the Mortgage Loans, the Real Property and the fair market value of other Collateral will be at least equal to this Section 5.17. The Indenture Trustee waives its right one hundred percent (100%) of the aggregate principal amount of the then Outstanding Obligations plus accrued interest after giving effect to any amount fixed by law as compensation for any Salesuch sale, transfer or other disposition. (b) In connection with a Sale of any The Trustee, following receipt of the Collateral, (i) foregoing and such other certificates as may be required by this Indenture or any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes applicable supplemental indenture or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale Board Resolution adopted in accordance with Section 5.05(b3.01, shall release such Collateral from the lien of this Indenture upon the receipt of the gross proceeds set forth on a certification substantially in the form of Exhibit C and deliver all documents evidencing the Company's ownership of the collateral as directed in writing by the Company at the expense of the Company. (c) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price Gross proceeds to be credited against the Notesreceived upon any disposition of Collateral may consist of cash, and any property so acquired by the Indenture Permitted Investments, and/or Eligible Mortgage Loans. The Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument deposit all of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire such gross proceeds into the satisfaction of any conditions precedent, or see to the application of any moniesFunding Account.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral pursuant to Section 5.05 is subject 804 hereof shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Notes and under this Section 5.17Loan Agreement and the related Supplement with respect thereto shall have been paid. The Indenture Trustee waives its right Agent may from time to time postpone any amount fixed Sale by law as compensation for any public announcement made at the time and place of such Sale. (b) In connection with a Sale Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any Proceeding for the foreclosure or involving the enforcement of the Collateral, this Loan Agreement: (i) any Holder the Agent, on behalf of Notes all Noteholders, may bid for and purchase the property offered for salebeing sold, and on upon compliance with the terms of sale such Sale may own hold, retain and possess and dispose of such property in accordance with the property without further accountability, terms of this Loan Agreement; and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid receipt of the Agent or of any officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for and acquire the property offered for Saleits or their purchase money, and may such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase any portion money and receiving such receipt of the Collateral Agent or of such officer therefor, be obliged to see to the application of such purchase money or be in a private saleany way answerable for any loss, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale misappropriation or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture;non-application thereof. (iiic) the Indenture Trustee The Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) a Sale thereof. In addition, the Indenture Trustee Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with its Salea Sale thereof, and to take all action necessary to effect the such Sale; and (v) no . No purchaser or transferee at such a Sale need shall be bound to ascertain the Indenture TrusteeAgent's authority, inquire into the satisfaction of any conditions precedent, precedent or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "“Sale"”) of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them Notes rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's ’s authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "“Sale"”) of any portion of the Collateral pursuant to Section 5.05 is subject 804 hereof shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts payable on the Notes under this Section 5.17Master Loan Agreement with respect thereto shall have been paid. The Indenture Trustee waives its right Agent may from time to time postpone any amount fixed Sale by law as compensation for any public announcement made at the time and place of such Sale. (b) In connection with a Sale Upon any Sale, whether made under the power of sale hereby given or under judgment, order or decree in any Proceeding for the foreclosure or involving the enforcement of the Collateral, this Master Loan Agreement: (i) any Holder the Agent, on behalf of Notes all Noteholders, may bid for and purchase the property offered for salebeing sold, and on upon compliance with the terms of sale such Sale may own hold, retain and possess and dispose of such property in accordance with the property without further accountability, terms of this Master Loan Agreement; and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid receipt of the Agent or of any officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for and acquire the property offered for Saleits or their purchase money, and may such purchaser or purchasers, and its or their assigns or personal representatives, shall not, after paying such purchase any portion money and receiving such receipt of the Collateral Agent or of such officer therefor, be obliged to see to the application of such purchase money or be in a private saleany way answerable for any loss, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale misappropriation or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture;non-application thereof. (iiic) the Indenture Trustee The Agent shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) a Sale thereof. In addition, the Indenture Trustee Agent is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Collateral in connection with its Salea Sale thereof, and to take all action necessary to effect the such Sale; and (v) no . No purchaser or transferee at such a Sale need shall be bound to ascertain the Indenture Trustee's Agent’s authority, inquire into the satisfaction of any conditions precedent, precedent or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral pursuant to Section 5.05 is subject 5.4 shall not be exhausted by any one or more sales as to this Section 5.17any portion of such Collateral remaining unsold, but shall continue unimpaired until the entire Collateral shall have been sold or all amounts secured by the Collateral shall have been paid. The Indenture Trustee may and shall, upon written direction of a Majority of the Noteholders, from time to time postpone any sale. The Trustee hereby expressly waives its right rights to any amount fixed by law as compensation for any Sale. (b) In sale, provided that the Trustee shall be authorized to deduct the reasonable costs, charges and expenses incurred by it in connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of such sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution proceeds thereof notwithstanding the provisions of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Section 6.7. The Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in connection with a private salepublic sale thereof. The Trustee may hold, and rather than paying cashlease, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance operate, manage or otherwise deal with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired in any manner permitted by the Indenture Trustee shall be held and dealt with by it law in accordance with this Indenture; (iii) the Indenture . The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest, without recourse, representation or warranty, in any portion of the Collateral in connection with a sale thereof. In addition, the Trustee is hereby irrevocably appointed the agent and attorney‑in‑fact of each Obligor to transfer and convey such Obligor’s interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Salea sale thereof, and to execute and deliver any instruments and take all action (whether in its name or in the name of such Obligor) necessary to effect the Sale; and (v) no such sale. No purchaser or transferee at such a Sale need sale shall be bound to ascertain the Indenture Trustee's ’s authority, to inquire into the satisfaction of any conditions precedent, precedent or see to the application of any monies. Notwithstanding any other provision of this Article V, in connection with the sale of the Collateral following an acceleration of the Notes, one or more Affiliates of the Issuer designated by it shall have the right (which right, for avoidance of doubt, shall be forfeited if not exercised within the specified timeframe) to bid to purchase all of the Collateral within five Business Days after the Issuer’s receipt of notice of such acceleration. If such bid is for an amount at least equal to all unpaid Secured Obligations (other than unclaimed contingent Secured Obligations), including any applicable accrued Additional Interest and/or interest at the Default Rate through the expected date of settlement, the Trustee, at the direction of the Majority of Noteholders shall accept such bid.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Principal Amount Notes or claims for interest on them Interest Bearing Notes rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; ; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.

Sale of Collateral. (a) The power to effect any sale or other disposition (a "Sale") of any portion of the Collateral pursuant to Section 5.05 is subject to this Section 5.17. The Indenture Trustee waives its right to any amount fixed by law as compensation for any Sale. (b) In connection with a Sale of any of the Collateral, (i) any Holder of Notes may bid for the property offered for sale, and on compliance with the terms of sale may own the property without further accountability, and may, in paying its purchase price, deliver any Notes or claims for interest on them rather than cash up to the amount that would be payable on them from the distribution of the net proceeds of the sale, and the Notes shall be returned to the Holders after being appropriately stamped to show partial payment if the amount payable for the property is less than the amount due on the Notes; ; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale, and may purchase any portion of the Collateral in a private sale, and rather than paying cash, may settle the purchase price by crediting the gross Sale price against the amount that would be distributable as a result of the Sale in accordance with Section 5.05(b) on the next Payment Date after the Sale without being required to produce the Notes to complete the Sale or for the net Sale price to be credited against the Notes, and any property so acquired by the Indenture Trustee shall be held and dealt with by it in accordance with this Indenture; ; (iii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with its Sale; ; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer its interest in any portion of the Collateral in connection with its Sale, and to take all action necessary to effect the Sale; and and (v) no purchaser or transferee at a Sale need ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent, or see to the application of any monies.