Common use of Sale of Collateral Clause in Contracts

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with Upon any sale of any of the Collateral hereunder directly by the Trustee, or by the Collateral Agent at the direction of the Trustee (which may proceed separately and independently from the exercise of remedies or, in each case, by their respective agents), whether made under the Indenture), power of sale given under any Mortgage this Section 9.2 or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction DocumentBase Indenture: (i) any of the Trustee, any Noteholder, Indenture Noteholder and/or any Enhancement Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, retain and possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (Trustee, or the Collateral Agent at the direction of the Control Party (at the direction of the Controlling Class Representative)) Trustee, may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor ZVF of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorZVF, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor ZVF or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; and (v) to the extent that it may lawfully do so, ZVF agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the ZVF Vehicles shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Base Indenture.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such any Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his its or their purchase money, and such purchaser or purchasers, and his its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and (v) any amounts obtained by the Trustee or the Control Party on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture or under the Guarantee and Collateral Agreement, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, will be held by the Trustee as additional collateral for the repayment of the Obligations, shall be deposited in the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be applied in the priority set forth in this Section 5.10 hereof; provided that, unless otherwise provided in the Indenture, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

Sale of Collateral. In connection with Upon any sale of any of the Collateral hereunder (which may proceed separately and independently from directly by the exercise Trustee, or by the Collateral Agent at the direction of remedies the Trustee, whether made under the Indenture), power of sale given under any Mortgage this Section 9.2 or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction DocumentIndenture: (i) any of the Trustee, any Noteholder, Noteholder and/or any Enhancement Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, retain and possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (Trustee, or the Collateral Agent at the direction of the Control Party (at the direction of the Controlling Class Representative)) Trustee, may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor HVF of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorHVF, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor HVF or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; and (v) to the extent that it may lawfully do so, HVF agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the HVF Vehicles shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Indenture.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Global G&C Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Global G&C Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Guarantor and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of Collateral hereunder, under the Guarantee and Collateral hereunder Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under either Guarantee and Collateral Agreements (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture, either Guarantee and Collateral Agreements or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his its or their purchase money, and such purchaser or purchasers, and his its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with Upon any sale of any of the Collateral hereunder (which may proceed separately and independently from directly by the exercise of remedies Trustee, whether made under the Indenture), power of sale given under any Mortgage this Section 9.2 or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction DocumentIndenture: (i) any of the Trustee, any Noteholder, Noteholder and/or any Enhancement Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, retain and possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor AFC-II of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorAFC-II, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or AFC-II its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or nonnonapplication thereof; and (v) to the extent that it may lawfully do so, AFC-application thereofII agrees that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Vehicles shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Indenture.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and (v) any amounts obtained by the Trustee or the Control Party on behalf of the Trustee on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture or under the Guarantee and Collateral Agreement, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be held by the Trustee as additional collateral for the repayment of the Obligations, shall be deposited in the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be applied in the priority set forth in Section 5.14 hereof; provided that, unless otherwise provided in the Indenture, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of other remedies under the IndentureIndenture or the Guarantee and Collateral Agreement), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction DocumentDocument to the extent permitted by law: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, subject to the Communications Laws, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the any purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchaserspurchaser, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereofTrustee, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the G&C Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the G&C Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Guarantor and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and (v) any amounts obtained by the Trustee or the Control Party on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture or under the Guarantee and Collateral Agreement, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, will be held by the Trustee as additional collateral for the repayment of the Obligations, shall be deposited in the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be applied in the priority set forth in this Section 5.10 hereof; provided that, unless otherwise provided in the Indenture, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under either Guarantee and Collateral Agreements (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture, either Guarantee and Collateral Agreements or any other Transaction Document: : (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; ; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; ; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his its or their purchase money, and such purchaser or purchasers, and his its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-non- application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt by the Trustee of the Trustee or of the officer thereof making such sale applicable proceeds shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such any Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any the Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such the Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such the Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of other remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction DocumentDocument to the extent permitted by law: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, subject to the Communications Laws, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such any Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the any purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchaserspurchaser, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereofTrustee, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with Upon any sale of any of the HVIF Collateral (in accordance with the written direction of a Controlling Party, the Required Noteholders or the Requisite HVIF Investors, as applicable) by the Trustee, or by the Collateral hereunder (which may proceed separately and independently from Agent at the exercise direction of remedies the Trustee, whether made under the Indenture), power of sale given under any Mortgage this Section 9.2 or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction DocumentBase Indenture: (i) any of the Trustee, any Noteholder, HVIF Noteholder and/or any Enhancement Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, retain and possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (Trustee, or the Collateral Agent at the direction of the Control Party (at the direction of the Controlling Class Representative)) Trustee, may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor HVIF of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorHVIF, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor HVIF or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof Back-Up Disposition Agent making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereofthe Back-Up Disposition Agent, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application nonapplication thereof; and (v) to the extent that it may lawfully do so, HVIF agrees that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the HVIF Vehicles shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Base Indenture.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture)hereunder, under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx bill of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor the Issuer of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantorthe Issuer, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor the Issuer or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and (v) any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any of its rights under the Indenture, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, will be held by the Trustee as additional collateral for the repayment of the Obligations, shall be deposited in the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be applied in the priority set forth in this Section 5.10 hereof; provided that, unless otherwise provided in the Indenture, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the G&C Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the G&C Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Insurer, any Enhancement Provider, any Interest Rate Hedge Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of Collateral hereunder, under the Guarantee and Collateral hereunder Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under theeither Guarantee and Collateral AgreementAgreements (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture, theeither Guarantee and Collateral AgreementAgreements or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Global G&C Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Global G&C Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Insurer, any Enhancement Provider, any Interest Rate Hedge Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and (v) any amounts obtained by the Trustee or the Control Party on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture or under the Guarantee and Collateral Agreement, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, will be held by the Trustee as additional collateral for the repayment of the Obligations, shall be deposited in the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be applied in the priority set forth in this Section 5.10 hereof; provided that, unless otherwise provided in the Indenture, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under either Guarantee and Collateral Agreements (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture, either Guarantee and Collateral Agreements or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his hisits or their purchase money, and such purchaser or purchasers, and his hisits or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such any Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder or under any G&C Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, any G&C Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Hedge Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such GuarantorSecuritization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and; (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereof, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof; and (v) any amounts obtained by the Trustee or the Control Party on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture will be held by the Trustee as additional collateral for the repayment of the Obligations, shall be deposited in the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, shall be applied in the priority set forth in this Section 5.10 hereof; provided that, unless otherwise provided in the Indenture, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.

Sale of Collateral. In connection with any sale of the Collateral hereunder hereunder, under either Guarantee and Collateral Agreements (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement the Indenture, either Guarantee and Collateral Agreements or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Noteholder and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his its or their purchase money, and such purchaser or purchasers, and his its or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of Collateral hereunder, under the Guarantee and Collateral hereunder Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this the Indenture, the Guarantee and Collateral Agreement or any other Transaction Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Guarantor, Securitization Entity and its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor Securitization Entity or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Trustee and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such any Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage ) or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Hedge Provider and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any the Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such the Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such the Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.

Sale of Collateral. In connection with any sale of the Collateral hereunder (which may proceed separately and independently from the exercise of remedies under the Indenture), under any Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Agreement or any other Transaction Related Document: (i) any of the Trustee, any Noteholder, any Enhancement Provider Trustee and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability; (ii) the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)Party) may make and deliver to the purchaser or purchasers a good and sufficient deed, bxxx xxxx of sale and instrument of assignment and transfer of the property sold; (iii) all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any the Guarantor of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such the Guarantor, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such the Guarantor or its successors or assigns; and (iv) the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer thereoftherefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof.