Common use of Sales Clause in Contracts

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each a. The provisions of this Section 3.a shall apply to all Shares and Sales of Shares. 1. Share certificates shall be non-transferable. Upon any Sale of Shares in compliance with the Borrower requirements of this Agreement, the seller shall surrender the Share certificate to the Monitor, and the Collateral Manager recognizes that an Agent may be unable Monitor shall issue a new Share certificate to effect a public sale the purchaser. The front of any or all each Share certificate shall contain the following statement: “See reverse side for important restrictions and requirements regarding income, price, transfer, and occupancy.” The back of each Share certificate shall contain, in not less than twelve (12) point type, the Collateral and may be compelled to resort to following statement: “This certificate represents one or more private sales thereofshares in a cooperative housing development fund corporation that has entered into a regulatory agreement with the City of New York. Each • Such share(s) may only be sold to purchasers who meet income restrictions specified both in the corporation’s certificate of incorporation and in the Borrower regulatory agreement. • The price for any sale of share(s) may not exceed limits established in the regulatory agreement, and a portion of any profits must be paid to the Collateral Manager acknowledges and agrees that corporation. • Any sale of share(s) requires the approval of an independent monitor retained by the corporation. • This certificate is non-transferable. Upon any sale of shares, this certificate shall be surrendered to the monitor, which shall issue a new certificate. • Any purchaser of share(s) shall be required to occupy the apartment to which such private sale may result in prices and other terms less favorable than if shares are allocated as such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale purchaser’s sole primary residence.” 2. Shares shall not be deemed sold (i) to have been made in any Ineligible Household, (ii) for a commercially unreasonable manner solely by virtue of being Sale Price that exceeds the applicable Maximum Sale Price, (iii) to any purchaser who fails to submit an Owner Occupancy Affidavit, or (iv) to any purchaser who owns or leases any other residential property in, or within a private saleone hundred (100) mile radius of, New York City. (b) Each 3. Every Sale of Shares shall require the prior written approval of the Borrower Board and the Collateral Manager further agrees Monitor, either or both of which may require an interview with the proposed purchaser. a. The By-Laws, any amendment thereto, and all Proprietary Leases shall provide that a breach any Sale of any Shares requires the prior written approval of their covenants contained in the Board and the Monitor. b. No Sale of Shares shall be final or effective until the Board receives the written approval of the Monitor. b. The provisions of this Section 6.04 will cause irreparable injury 3.b shall apply to all Sales of Shares by the HDFC. 1. The HDFC shall not sell Shares (i) to any Ineligible Household, (ii) for a Sale Price that exceeds the applicable Maximum Sale Price, or (iii) to any purchaser who fails to submit an Owner Occupancy Affidavit. 2. In connection with any proposed Sale of Shares by the HDFC, the Board shall deliver to the AgentsMonitor the following documents: a. A copy of the contract for such proposed Sale, which shall expressly provide that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 contract shall be specifically enforceable against of no force or effect without the Borrower and the Collateral Manager, and each written approval of the Borrower Monitor; b. An affidavit from the Board, in form and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant substance acceptable to the UCCMonitor, each of the Borrower and the Collateral Manager hereby specifically agrees (x) stating that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale proposed purchaser is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).Eligible Household,

Sales. (ai) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower and the Collateral Manager further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of Applicable Law. (iii) Each of the Borrower, the Collateral Manager, and the Equityholder further agrees that a breach of any of their covenants contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Equityholder, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager, and the Equityholder that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, subject to Applicable Law, among other things, accept the first bid received, or decide to approach or not to approach any potential purchaserspurchasers in accordance with the UCC. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than five (5) three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section 4 to the contrary herein contrary, (A) the Administrative Agent shall give not less than three Business Days prior written notice to the Collateral Manager and the Equityholder of any proposed private sale, transfer or in any Facility Document, in connection with any liquidation or other disposition of any Borrower Collateral (including the Collateral, including without limitation, upon the termination amount of the Commitments following Termination Obligations); (B) the occurrence and during the continuation of an Event of DefaultCollateral Manager, the Equityholder or their respective designee may, but shall not be required to, offer to buy any item of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Borrower Collateral subject to such liquidation or at a purchase price at least equal to the sum following receipt of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to described in clause (A); provided that the Administrative Agent shall be entitled to reject such offer in its sole discretion and, notwithstanding the delivery of such notice or the receipt of such offer, shall remain entitled to engage other potential buyers and continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of Borrower Collateral, in each case, in its sole discretion; (an “Exercise Notice”C) which shall include a proposed purchase price and be delivered not later than within three (3) Business Days after of receipt of the date written notice provided for in clause (A) above, the Collateral Manager, the Equityholder or their respective designee may provide a bid on which the Borrower receives notice from Collateral equal to or greater than the Termination Obligations then due and if the Administrative Agent of determines in its discretion based on evidence provided by the occurrence of such Event of Default and termination of Collateral Manager or the CommitmentsEquityholder (or their designee) that (x) the Collateral Manager or the Equityholder (or their designee), as applicable, has cash and cash equivalents (or financing) sufficient to purchase the intent of Borrower Collateral on any date set by the Administrative Agent for such purchase or (y) the Collateral Manager (or its designee), as applicable, has cash and cash equivalents (or financing) equal to liquidate or dispose at least 102.5% of the CollateralTermination Obligations plus any outstanding expenses payable by the Borrower, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that shall accept such amounts or bid and upon receipt of an amount equal to the Termination Obligations, this Agreement shall terminate and (D) to the extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager or the Equityholder has access (or any Affiliate or designee thereof) shall be entitled, subject to sufficient capital to consummate such purchase and in accordance with this clause (e). Once an Exercise Notice is delivered to any rules of such public sale established by the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably including any standard and unconditionallycustomary eligibility requirements for bidders in such public sale, to purchase the Collateralbid on each such item of Borrower Collateral being sold, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right transferred or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)otherwise disposed of.

Sales. Except as otherwise provided herein, to the extent permitted under Applicable Law, at the election of the Beneficiary, the following provisions shall apply to any sale of the Trust Property hereunder, whether made pursuant to the power of sale hereunder or under any Applicable Law, any judicial proceeding or any judgment or decree of foreclosure or sale or otherwise: (a) Each of The Beneficiary or the Borrower and court officer (as the Collateral Manager recognizes that an Agent case may be unable as the Person conducting any sale) may conduct any number of sales from time to effect a public time. The power of sale of hereunder or under any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale Applicable Law shall not be deemed exhausted by any sale as to any part or parcel of the Trust Property which is not sold, unless and until the Secured Obligations shall have been made paid in full, and shall not be exhausted or impaired by any sale which is not completed or is defective. Any sale may be as a commercially unreasonable manner solely by virtue of being a private salewhole or in part or parcels and the Grantor hereby waives its right to direct the order in which the Trust Property or any part or parcel thereof is sold. (b) Each of Any sale may be postponed or adjourned by public announcement at the Borrower time and the Collateral Manager place appointed for such sale or for such postponed or adjourned sale without further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullnotice. (c) Pursuant After each sale, the Person conducting such sale shall execute and deliver to the UCCpurchaser or purchasers at such sale a good and sufficient instrument or instruments granting, each conveying, assigning and transferring but without warranty all right, title and interest of the Borrower Grantor in and to the Trust Property sold and shall receive the proceeds of such sale and apply the same as provided in Section 5.06. The Grantor hereby irrevocably appoints the Person conducting such sale as the attorney-in-fact of the Grantor (with full power to substitute any other Person in its place as such attorney-in-fact), to act in the name of the Grantor or, at the option of the Person conducting such sale, in such Person's own name, to make without warranty by such Person any conveyance, assignment, Transfer or delivery of the Trust Property sold, and to execute, acknowledge and deliver any instrument of conveyance, assignment, Transfer or delivery or other document in connection therewith or to take any other action incidental thereto, as the Person conducting such sale shall deem appropriate in its discretion; and the Collateral Manager Grantor hereby specifically agrees (x) that it shall not raise irrevocably authorizes and directs any objection other Person to act upon the foregoing appointment and a Secured Party’s purchase certificate of the Collateral (through bidding on Person conducting such sale that such Person is authorized to act hereunder. Nevertheless, upon the obligations request of such attorney-in-fact the Grantor shall promptly execute, acknowledge and deliver any documentation which such attorney-in-fact may require for the purpose of ratifying, confirming or otherwise) and (y) that a foreclosure sale conducted in conformity with effectuating the principles set forth in various no action letters promulgated powers granted hereby or any such conveyance, assignment, Transfer or delivery by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleattorney-in-fact. (d) Each Any statement of fact or other recital made in any instrument referred to in Section 5.05(c) given by the Person conducting any sale as to the nonpayment of any Secured Obligation, the existence of any Acceleration Event (or Event of Default leading thereto), the amount of the Borrower Secured Obligations due and payable, the Collateral Manager agrees that request to the Collateral Agent shall not have any general duty or obligation Trustee to make any effort to obtain or pay any particular price for any Collateral sold by sell, the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction notice of the Administrative Agenttime, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each place and terms of sale and of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right Trust Property to conduct, and shall not incur any liability as a result of, the sale of any Collateralbe sold having been duly given, or any part thereofother act or thing having been duly done or not done by the Grantor, at the Beneficiary, the Trustee or any other Person, shall be taken as conclusive and binding against all other Persons as evidence of the truth of the facts so stated or recited. The Person conducting any sale conducted may appoint or delegate any other Person as agent to perform any act necessary or incident to such sale, including the posting of notices and the conduct of such sale, but in a commercially reasonable manner, it being agreed by the parties hereto that some or all name and on behalf of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any Person conducting such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition The receipt of the CollateralPerson conducting any sale for the purchase money paid at any such sale shall be sufficient discharge therefor to any purchaser of any Trust Property sold, including without limitationand no such purchaser, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Defaultor its representatives, the Equityholder grantees or any of its Affiliatesassigns, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to after paying such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and receiving such receipt, shall be delivered not later than three bound to see to the application of such purchase price or any part thereof upon or for any trust or purpose of this Deed of Trust or the Loan Documents or, in any manner whatsoever, be answerable for any loss, misapplication or nonapplication of any such purchase money or be bound to inquire as to the authorization, necessity, expediency or regularity of such sale. (3f) Business Days Any sale shall operate to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Grantor in and to the Trust Property sold, and (to the extent permitted under Applicable Law) shall be a perpetual bar both at law and in equity against the Grantor and any and all Persons claiming such Trust Property or any interest therein by, through or under the Grantor. (g) At any sale, the Beneficiary, the Trustee or any Secured Party may bid for and acquire the Trust Property sold and, in lieu of paying cash therefor, may make settlement for the purchase price by causing the Secured Parties to credit against the Secured Obligations, including the expenses of the sale and the cost of any enforcement proceeding hereunder, the amount of the bid made therefor to the extent necessary to satisfy such bid. (h) In the event that the Grantor or any Person claiming by, through or under the Grantor shall transfer or fail to surrender possession of the Trust Property after the date on which the Borrower receives notice from the Administrative Agent exercise of any of the occurrence of remedies provided for herein or any sale thereof, then the Grantor or such Event of Default and termination Person shall be deemed a tenant at sufferance of the Commitmentspurchaser at such sale, as applicablesubject to eviction by means of forcible entry and unlawful detainer proceedings, or subject to any other right or remedy available hereunder or under Applicable Law. (i) Upon any sale, it shall not be necessary for the Person conducting such sale to have any Trust Property being sold present or constructively in its possession. (j) To the extent permitted under Applicable Law, in the event that a foreclosure hereunder shall be commenced by the Beneficiary, the Beneficiary may at any time before the sale abandon the sale, and may institute suit for the intent collection of the Administrative Agent to liquidate Secured Obligations or dispose reinstitute suit for the foreclosure of this Deed of Trust, or in the event that the Beneficiary should institute suit for collection of the CollateralSecured Obligations or the foreclosure of this Deed of Trust, the Beneficiary may at any time before the entry of final judgment in said suit dismiss the same and which Exercise Notice shall set forth evidence reasonably satisfactory to sell the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase Trust Property in accordance with the provisions of this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Deed of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Trust.

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or and/or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three one (31) Business Days Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each Subject to Section 3.4, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported by the Revolving Collateral Agent, and the Notes Collateral Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Borrower Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by the Revolving Collateral Agent and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Revolving Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral Agent; provided that to the extent the Proceeds of such Collateral are not applied to reduce Revolving Obligations, the Notes Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (b) Subject to Section 3.4, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Manager recognizes that an Agent may and each other Revolving Claimholder will be unable deemed to effect a public sale have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or all other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Notes Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Notes Collateral Agent; provided that to the extent the proceeds of such Collateral are not applied to reduce Notes Obligations the Revolving Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (c) The Notes Claimholders agree that the Revolving Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and may be compelled the Revolving Claimholders agree that the Notes Claimholders shall have the right to resort to one or more private sales thereof. Each credit bid under Section 363(k) of the Borrower and Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Collateral Manager acknowledges and agrees Notes Priority Collateral; provided that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale the Claimholders shall not be deemed to have been made in a commercially unreasonable manner solely agreed to any credit bid by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, Claimholders in connection with any liquidation or disposition the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the Collateralimmediately-preceding sentence, including without limitationthe Notes Collateral Agent, upon the termination for itself and on behalf of the Commitments following other Notes Claimholders, agrees that, so long as the occurrence and during Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the continuation prior written consent of an Event the Revolving Collateral Agent, credit bid under Section 363(k) of Default, the Equityholder Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the both Notes Priority Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Revolving Priority Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Revolving Agent, for itself and on behalf of the Exercise Notice. Neither other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect credit bid under Section 363(k) of the Collateral, including Bankruptcy Code with respect to any right described in Section 6.02(b) or Section 7.03, or cause the removal Disposition of the Notes Priority Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition any Disposition consisting of the both Notes Priority Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Revolving Priority Collateral.

Sales. (a) Each Any sales of Collateral made pursuant to Sections 5 or 11 hereof may be made according to Advantage’s good faith judgment and at its commercially reasonable discretion, on or subject to the rules of the Borrower exchange or any other market where such business usually is transacted, or at public or private sale, without advertising the same, including, without limitation, through exchange for physical (“EFP”) transactions. For purposes of this paragraph, Client expressly authorizes Advantage to act as broker for Client or as principal opposite Client with respect to such EFP transactions and the Collateral Manager recognizes that an Agent to execute such physical commodity transactions and documents on behalf of Client as may be unable necessary to effect a public sale of any or all of such EFP transactions. Client recognizes such EFP transactions are not competitively executed by open outcry on an exchange, but will be executed at the Collateral and may market price then available to Advantage. In the event Advantage’s position would not be compelled jeopardized thereby, Advantage will make reasonable efforts to resort notify Client prior to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that taking any such private sale actions. At any sale, Advantage may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of purchase the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, whole or any part thereofthereof free from any right of redemption, at any sale conducted in a commercially reasonable manner, it being agreed by and Client shall remain liable for and shall promptly pay Advantage the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreementany deficiency. Client understands a prior tender, even if the Collateral Agent accepts the first bid received and does not offer demand or call of any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonablekind from Advantage, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein or prior notice from Advantage of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition shall not be considered a waiver of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the Advantage’s right to purchase the Collateral subject to such liquidation sell any Financial Instrument or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such other Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Failure to act in such circumstances will not constitute a waiver of the Exercise Notice. Neither the Collateral AgentAdvantage’s right to do so at any time thereafter, the Administrative Agent nor shall it impose any Lender shall assert liability on Advantage nor create a defense for Client to any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant liability to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Advantage.

Sales. (a) Each Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the Borrower applicable then current prospectus and statement of additional information (“SAI”) of the Collateral Manager recognizes Fund (together, the “Prospectuses”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that an Agent Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such waivers as may be unable described in the Prospectuses. All Orders are subject to effect a public sale of any or all acceptance by Distributor on behalf of the Collateral Fund and may be compelled to resort to one or more private sales thereof. Each become effective only upon confirmation by Distributor on behalf of the Borrower Fund; the Fund and Distributor reserve the Collateral Manager acknowledges and agrees that right to reject any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that purchase or exchange Order for any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private salereason or for no reason at all. (b) Each of the Borrower It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and the Collateral Manager further agrees agree, however, that there is no assurance that a breach Fund will engage in a continuous offering of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each its Shares and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees may determine not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment do so in Fullits sole discretion. (c) Pursuant In connection with Dealer’s recommendations to the UCCits customers regarding investment in a Fund, each of the Borrower Dealer agrees to make appropriate disclosures to such customers regarding sales charges and commissions outlined in “Sales Charges & Commissions” below and the Collateral Manager hereby specifically agrees (x) that it shall risks associated with investing in the Fund, including but not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: limited to: (i) no secondary market is expected to develop for the Collateral Agent conducts such foreclosure sale in the State of New York; Fund’s shares; (ii) such foreclosure sale there is conducted no guarantee that an investor will be able to sell all the shares that the investor desires to sell in accordance with the Laws of the State of New YorkRepurchase Offers (as defined below); and (iii) not more than thirty days before, an investor should consider an investment in the Fund to be of limited liquidity; (iv) investing in the Fund’s shares may be speculative and not less than five involves a high degree of risk; and (5v) Business Days an investor should carefully read the applicable Prospectuses prior to investing in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the CollateralFund, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance risks associated with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)leverage.

Sales. (ai) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower Borrower, the Collateral Manager, and the Preferred Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral Manager pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants agreements contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant agreement contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Preferred Investor, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that the Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions (including, without limitation, Section 4(d)(vi) below) shall be considered a commercially reasonable sale, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than five (5) three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section to the contrary herein or in any Facility Documentcontrary, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by (i) the Administrative Agent. Any such party may exercise such right by delivering Agent shall give not less than two (2) Business Days prior written notice to the Administrative Agent Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (an “Exercise Notice”ii) which shall include a proposed purchase price and be delivered the Collateral Manager and/or the Preferred Investor may, but is not later than three required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (3i) Business Days after the date on which the Borrower receives notice from provided that the Administrative Agent of shall be entitled to reject such offer in its sole discretion and, notwithstanding the occurrence delivery of such Event notice or the receipt of Default such offer, shall remain entitled to engage other potential buyers and termination continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of the CommitmentsBorrower Collateral, as applicablein each case, its sole discretion, and (iii), to the intent extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and the Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to liquidate bid on each such item of Borrower Collateral being sold, transferred or dispose of the Collateralotherwise disposed of, and which Exercise Notice shall set forth evidence reasonably satisfactory subject to the Administrative Agent that the Equityholder has access same terms and conditions applicable to sufficient capital to consummate all other participants in such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)auction.

Sales. (a) Each Dealer will offer and sell the Shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the Borrower applicable then current prospectus and statement of additional information (“SAI”) of the Fund (together, the “Prospectuses”), including any applicable sales charge or commission imposed by the Fund. For Shares for which the Fund does not impose a sales charge or commission, Dealer may impose commissions or other fees (“Dealer-Imposed Commissions”) that it may charge in its discretion in accordance with applicable law and regulations and applicable guidance issued by the Securities and Exchange Commission (“SEC”) and the Collateral Manager recognizes Financial Industry Regulatory Authority (“FINRA”). Dealer agrees to act only as principal in such transactions and shall not have authority to act as an agent, broker or employee with respect to the Fund, Distributor or any other dealer of Shares in any respect; except that, notwithstanding the foregoing, Dealer is hereby appointed and hereby accepts appointment as a limited agent of the Funds and Distributor for the sole purpose of receiving orders for the purchase, repurchase or exchange of Shares (“Orders”) on behalf of the Funds, either directly from customers of Dealer or through Indirect Intermediaries (as defined in Section 23(ii) hereof) and other intermediaries (including third party administrators) that an Agent Dealer appoints as sub-agents for the same limited purpose. Dealer shall be solely responsible for and liable to the Funds or Distributor as a result of any Indirect Intermediary’s performance or lack of performance in connection with Dealer’s or any Indirect Intermediary’s receipt of Orders. The minimum dollar purchase of shares of the Fund by any investor shall be the applicable minimum amount described in the applicable then current Prospectuses, subject to any such reductions and waivers as may be unable described in the Prospectuses. All Orders are subject to effect a public sale of any or all acceptance by Distributor on behalf of the Collateral Fund and may be compelled to resort to one or more private sales thereof. Each become effective only upon confirmation by Distributor on behalf of the Borrower Fund; the Fund and Distributor reserve the Collateral Manager acknowledges right to reject any purchase or exchange Order for any reason or for no reason at all. Notwithstanding anything to the contrary in this Agreement, Distributor will consider any requests to cancel or reverse an Order with respect to Shares of a Fund in accordance with such Fund’s Policy and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed Procedures to have been made in a commercially unreasonable manner solely by virtue of being a private saleEnsure Correct Fund Shares Processing. (b) Each of the Borrower It is expected that each Fund will offer its Shares in a continuous offering at net asset value. The parties acknowledge and the Collateral Manager further agrees agree, however, that there is no assurance that a breach Fund will engage in a continuous offering of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each its Shares and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees may determine not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment do so in Fullits sole discretion. (c) Pursuant In connection with Dealer’s recommendations to its customers regarding investment in a Fund, Dealer agrees to make appropriate disclosures to such customers, including stating (a) the risks associated with investing in the Fund, including but not limited to: (i) no secondary market is expected to develop for the Fund’s shares; (ii) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the Repurchase Offers (as defined below); (iii) an investor should consider an investment in the Fund to be of limited liquidity; (iv) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (v) an investor should carefully read the applicable Prospectuses prior to investing in the Fund, including the risks associated with leverage and other risks associated with an investment in the Fund; and (b) if applicable, (i) whether Dealer charges any Dealer-Imposed Commission and (ii) that the customer should carefully read the Prospectus to determine whether the customer may be able to purchase Shares directly from the Fund at a more favorable fee structure resulting in an overall lower cost to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a salecustomer. (d) Each The parties agree and Dealer acknowledges that any obligations arising in connection with this Agreement under FINRA Rule 2111 (the “Suitability Rule”) and/or Rule 15l-1 under the Securities Exchange Act of 1934, as amended (“Regulation Best Interest”) shall be the Borrower responsibility of Dealer and the Collateral Manager not of Distributor. Dealer agrees to recommend Shares to a customer only if Dealer has determined that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price recommendation is, as applicable, suitable for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted customer in accordance with the following provisions shall be considered a commercially reasonable sale, and each requirements under the Suitability Rule or in the best interests of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted customer in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale requirements under Regulation Best Interest. Dealer understands that these responsibilities apply to any prospective investment in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the CollateralShares by Dealer’s customers, including without limitation, upon the termination Shares that may be acquired in an exchange of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice shares from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and customer’s investment in an open-end investment company (which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase generally will have substantially greater liquidity than an investment in accordance with this clause (ea Fund). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) Dealer shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateralcomply with all applicable law, including with respect to disclosure of any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Dealer-Imposed Commissions.

Sales. (a) Each of the Borrower and the Collateral Manager Loan Party recognizes that an the Agent may be unable to effect a public sale of any or all of the Collateral and that constitutes securities to be sold by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or in applicable federal or state securities laws but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and the Collateral Manager Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not shall, to the extent permitted by law, be deemed to have been made in a commercially unreasonable manner solely reasonable manner. Unless required by virtue a Requirement of being Law, the Agent shall not be under any obligation to delay a private sale. (b) sale of any of such Collateral to be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States or under any applicable federal or state securities laws, even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the extent that such Loan Party may do so under Requirements of Law, all such other acts and things as may be necessary to make such sales or resales of any portion or all of such Collateral or other property to be sold valid and binding and in compliance with any and all Requirements of Law at the Borrower and the Collateral Manager Loan Parties’ expense. Each Loan Party further agrees that a breach of any of their the covenants contained in this Section 6.04 11-2 will cause irreparable injury to the Agents, that Agent and the Agents have Lenders for which there is no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 6.04 11-2 shall be specifically enforceable against the Borrower and the Collateral Managersuch Loan Party, and each of the Borrower and the Collateral Manager Loan Party hereby waives and agrees agrees, to the fullest extent permitted by law, not to assert any defenses as a defense against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (ci) Pursuant such Loan Party’s failure to perform such covenants will not cause irreparable injury to the UCC, each Agent and the Lenders or (ii) the Agent or the Lenders have an adequate remedy at law in respect of such breach. Each Loan Party further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Agent and the Lenders by reason of a breach of any of the Borrower covenants contained in this Section 11-2 and, consequently, agrees that, if such Loan Party shall breach any of such covenants and the Collateral Manager hereby specifically agrees (x) that it Agent or the Lenders shall xxx for damages for such breach, such Loan Party shall pay to the Agent, for the benefit of the Agent and the Lenders, as liquidated damages and not raise any objection as a penalty, an aggregate amount equal to a Secured Party’s purchase the value of the Collateral (through bidding or other property to be sold on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with date the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance demand compliance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)11-2.

Sales. If the aggregate book value of any assets of the Principal and/or any Material Subsidiary which are sold, leased, transferred, subjected to put/call arrangements or otherwise disposed of (other than pursuant to any of the transactions described in subsections (a) Each to (g) hereof) during a fiscal year of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all Principal, exceeds 40% of the Collateral and may book value of Consolidated Tangible Assets, each such book value to be compelled calculated by reference to resort to one or more private sales thereof. Each the most recently available audited consolidated financial statements of the Borrower and Principal, then the Collateral Manager acknowledges and agrees that Principal shall (i) cause the Net Cash Proceeds arising from any such private sale may result sales, leases, transfers, put/call arrangements or other dispositions in prices excess of such 40% threshold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and other terms less favorable than (ii) obtain from such third parties, to the extent that cash collateral has been provided to such third parties, releases of EDC from its obligations under such EDC Agreements; such cash collateral security arrangements and any releases shall be in form and substance satisfactory to EDC and such third parties; provided that if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale third party refuses to accept such cash collateral or to so release EDC, then such cash collateral, in form and substance satisfactory to EDC, shall not be deemed to have been made provided to, and accepted by, EDC, except that no such cash collateral and no such releases shall be required in a commercially unreasonable manner solely by virtue respect of being a private sale.the following transactions: (a) sales of inventory, used or surplus equipment or Permitted Investments or sales, assignments or licenses (or abandonments) of intellectual property or technology, all in the ordinary course of business; (b) Each of the Borrower sales, transfers and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury other dispositions to the AgentsPrincipal or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that the Agents have no adequate remedy at law in respect of such breach and, as is not a consequence, that each and every covenant contained in this Section 6.04 Material Subsidiary shall be specifically enforceable against at prices not less favourable than could be obtained on an arm’s-length basis from unrelated third parties, it being understood that prices determined in accordance with the Borrower Principal’s policies and relevant tax or regulatory requirements as customarily applied by the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not Principal will be deemed to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.be on arm’s-length basis; (c) Pursuant to sales, transfers and other dispositions under consideration on the UCC, each of the Borrower date hereof and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase possibility of which was disclosed in the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.Disclosure Schedule; (d) Each sales of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty accounts receivable or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part rights in respect thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which not otherwise prohibited under any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New YorkFacility Documents; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything (i) easements or other similar covenant agreements that relate to and/or benefit the contrary herein or in any Facility Document, in connection with any liquidation or disposition operation of the Collateral, including without limitation, upon the termination property of the Commitments following Principal or any Subsidiary, do not materially or adversely affect the occurrence use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm’s-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings not prohibited hereunder; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be made for fair value as determined by the Principal or as necessary to comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuation continuance of an a Specified Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum be deposited and maintained in accounts of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any Principal or such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the CommitmentsMaterial Subsidiary, as applicable, subject to a perfected security interest in favour of EDC in form and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably substance satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative AgentEDC, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateralacting reasonably. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender Principal shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, promptly take or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets be taken all such actions as are necessary to occur, in each case during the time ensure that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such perfection is achieved.

Sales. (ai) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower Borrower, the Collateral Manager, and the Preferred Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral Manager pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower, the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Preferred Investor, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the Code. Pursuant to the UCC, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower agrees to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than five (5) three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section to the contrary herein or in any Facility Documentcontrary, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by (i) the Administrative Agent. Any such party may exercise such right by delivering Agent shall give not less than (2) Business Days prior written notice to the Administrative Agent Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (an “Exercise Notice”ii) which shall include a proposed purchase price and be delivered the Collateral Manager and/or the Preferred Investor may, but is not later than three required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (3i) Business Days after the date on which the Borrower receives notice from provided that the Administrative Agent of shall be entitled to reject such offer in its sole discretion and, notwithstanding the occurrence delivery of such Event notice or the receipt of Default such offer, shall remain entitled to engage other potential buyers and termination continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of the CommitmentsBorrower Collateral, as applicablein each case, its sole discretion, and (iii), to the intent extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such public sale established by the Administrative Agent to liquidate or dispose of the Collateral, including any standard and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate customary eligibility requirements for bidders in such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionallypublic sale, to purchase the Collateralbid on each such item of Borrower Collateral being sold, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right transferred or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)otherwise disposed of.

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that -98- USActive 55502425.1255502425.13 any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the USActive 55502425.1255502425.13 termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or and/or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three one (31) Business Days Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets Loans to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each Subject to Section 3.43.5, neither the Notes Collateral Agent nor any other Notes Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Revolving Priority Collateral that is supported by the Revolving Collateral AgentLender, and the Notes Collateral Agent and each other Notes Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Borrower Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or other Disposition of any Revolving Priority Collateral supported by the Revolving Collateral AgentLender and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Revolving Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Revolving Collateral AgentLender; provided that to the extent the Proceeds of such Collateral are not applied to reduce Revolving Obligations, the Notes Collateral Agent shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (b) Subject to Section 3.43.5, neither the Revolving Collateral AgentLender nor any other Revolving Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or Disposition of any Notes Priority Collateral that is supported by the Notes Collateral Agent, and the Revolving Collateral Manager recognizes that an Agent may AgentLender and each other Revolving Claimholder will be unable deemed to effect a public sale have irrevocably, absolutely, and unconditionally consented under Section 363, 365, 1129 or 1141 of the Bankruptcy Code, or any comparable provisions of any Bankruptcy Law, to any sale or all other Disposition of any Notes Priority Collateral supported by the Notes Collateral Agent and to have released their Liens and interests (which term shall have the broadest possible meaning for purposes of Section 363(f) of the Bankruptcy Code) on such assets, and shall be deemed to have consented to any such Disposition (and any motion for bid or other sale procedures related to the Disposition) of any Notes Priority Collateral under Section 363(f) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) that has been consented to by the Notes Collateral Agent; provided that to the extent the proceeds of such Collateral are not applied to reduce Notes Obligations the Revolving Collateral AgentLender shall retain a Lien on such proceeds in accordance with the terms of (and having the relative priority set forth in) this Agreement. (c) The Notes Claimholders agree that the Revolving Claimholders shall have the right to credit bid under Section 363(k) of the Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Revolving Priority Collateral and may be compelled the Revolving Claimholders agree that the Notes Claimholders shall have the right to resort to one or more private sales thereof. Each credit bid under Section 363(k) of the Borrower and Bankruptcy Code (or any other similar provision of any Bankruptcy Law) with respect to any Disposition of the Collateral Manager acknowledges and agrees Notes Priority Collateral; provided that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale the Claimholders shall not be deemed to have been made in a commercially unreasonable manner solely agreed to any credit bid by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, Claimholders in connection with any liquidation or disposition the Disposition of Collateral consisting of both Notes Priority Collateral and Revolving Priority Collateral. Without limiting the generality of the Collateralimmediately-preceding sentence, including without limitationthe Notes Collateral Agent, upon the termination for itself and on behalf of the Commitments following other Notes Claimholders, agrees that, so long as the occurrence and during Discharge of Revolving Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Notes Claimholder shall, without the continuation prior written consent of an Event the Revolving Collateral AgentLender, credit bid under Section 363(k) of Default, the Equityholder Bankruptcy Code with respect to any Disposition of Revolving Priority Collateral or any Disposition consisting of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the both Notes Priority Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Revolving Priority Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery Revolving Agent, for itself and on behalf of the Exercise Notice. Neither other Revolving Claimholders, agrees that, so long as the Discharge of Notes Obligations has not occurred (or will not occur immediately upon consummation of such Disposition), no Revolving Claimholder shall, without the prior written consent of the Notes Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect credit bid under Section 363(k) of the Collateral, including Bankruptcy Code with respect to any right described in Section 6.02(b) or Section 7.03, or cause the removal Disposition of the Notes Priority Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition any Disposition consisting of the both Notes Priority Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)Revolving Priority Collateral.

Sales. No Group Member shall make any Sales except for the following: (a) Each A Permitted Going-Concern Sale, which (for the avoidance of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1doubt) shall be considered consummated pursuant to be a “public” sale for purposes of the UCC bid-procedures motion filed in and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold order entered by the Collateral Agent Bankruptcy Court and sale motion filed in and order entered by the Bankruptcy Court, in each case in form and substance acceptable to the Required DIP Lenders and in compliance with the Milestones; provided that, pursuant to this Agreement. The Collateral the terms hereof, the Agent may, (at the direction of the Administrative AgentRequired DIP Lenders) shall be permitted to “credit bid” the DIP Obligations in any Permitted Going-Concern Sale; provided further that in any such credit bid, among other thingsany non-consenting DIP Lender shall retain the right hereunder to have its Pro Rata DIP Share of its DIP Obligations repaid in full in cash upon the closing of any such credit bid transaction; (b) A Sale by a Subsidiary to a DIP Loan Party; provided that the transferee shall comply with Section 5.14; (c) A Sale of assets in a single transaction or series of related transactions having a Fair Market Value of $100,000.00 or less, accept individually or in the first bid receivedaggregate; (d) A Sale of assets in a single transaction or series of related transactions having a Fair Market Value in excess of $100,000.00, individually or in the aggregate, in each case, subject to the prior written consent of the Required DIP Lenders; (e) Any grant of any license of Patents, Trademarks, know-how, or decide to approach or any other Intellectual Property in the ordinary course of business which does not approach any potential purchasers. Each materially interfere with the business of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability its Subsidiaries taken as a result ofwhole (for the avoidance of doubt, the sale other than perpetual licenses of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, material Intellectual Property); and (f) Any Investment permitted by Section 6.03(a)(iii) (it being agreed by understood that any such Investment and/or Sale shall require the parties hereto that some or all prior written consent of the Collateral is or may be of one or more types that threaten to decline speedily Required DIP Lenders); provided that, in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason case of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the AgreementSales described in clauses (b) and (c) above, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts applicable Group Member shall receive consideration in respect of such foreclosure sale in Sale equal to at least the State Fair Market Value of New York; the assets or property subject to such Sale and (ii) such foreclosure sale is conducted in accordance with unless otherwise agreed to by the Laws Required DIP Lenders, 100% of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed consideration received by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy applicable Group Member in respect of such Sale shall be in the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause form of cash and shall be received by the removal applicable Group Member at the closing of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such Sale.

Sales. (a) Each of the Borrower and Pledgor recognizes that the Collateral Manager recognizes that an Agent Trustee may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or all of the Collateral and otherwise or may be compelled to determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and the Collateral Manager Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue reasonable manner. The Collateral Trustee shall be under no obligation to delay a sale of being a private saleany Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so. (b) Each Pledgor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Borrower Pledged Collateral pursuant to this Section 5.3 valid and the Collateral Manager binding and in compliance with all other applicable Requirements of Law. Each Pledgor further agrees that a breach of any of their covenants covenant contained in this Section 6.04 5.3 will cause irreparable injury to the AgentsCollateral Trustee and other Secured Parties, that the Agents Collateral Trustee and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 5.3 shall be specifically enforceable against the Borrower and the Collateral Managersuch Pledgor, and each of the Borrower and the Collateral Manager such Pledgor hereby waives and agrees not to assert any defenses defense against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of has occurred under the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e)Indentures. Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the this Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or and/or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees respective Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three one (31) Business Days Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.. USActive 59109857.1659109857.18 (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations Obligations under the Agreementthis Agreement or any other Facility Document, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) ten Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or and/or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) ), with a copy to the Collateral Agent, which shall include a proposed purchase price and be delivered not later than three one (31) Business Days Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once USActive 59109857.1659109857.18 an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or and/or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three one (31) Business Days Day after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to (and in accordance with) Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (ai) Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral Borrower Collateral, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent on behalf of the Secured Parties than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. The Administrative Agent shall be under no obligation to delay a sale of any of the Borrower Collateral for the period of time necessary to permit the Borrower Parties to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Borrower would agree to do so. (bii) Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor further shall use commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Borrower Collateral Manager pursuant to this Section 4(d) valid and binding and in compliance with any and all other requirements of applicable law. (iii) Each of the Borrower Parties, the Collateral Manager, and the Preferred Investor further agrees that a breach of any of their covenants agreements contained in this Section 6.04 4(d) will cause irreparable injury to the AgentsAdministrative Agent and the Secured Parties, that the Agents Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant agreement contained in this Section 6.04 4(d) shall be specifically enforceable against the Borrower and Parties, the Collateral Manager, and the Preferred Investor, and each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there no Event of Default has been a Payment in Fulloccurred under the Agreement or any defense relating to the Administrative Agent’s willful misconduct or gross negligence. (civ) Section 9-610 of the UCC states that the Secured Parties are able to purchase the Borrower Collateral only if the Borrower Collateral is sold at a public sale. The Administrative Agent has advised the Borrower Parties, the Collateral Manager, and the Preferred Investor that SEC staff personnel have issued various No Action Letters describing procedures which, in the view of the SEC staff, permit a foreclosure sale of securities to occur in a manner that is public for purposes of Article 9 of the UCC, yet not public for purposes of Section 4(a)(2) of the Securities Act. The UCC permits the Borrower Parties to agree on the standards for determining whether the Secured Party has complied with its obligations under Article 9 of the UCC. Pursuant to the UCC, each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby specifically agrees (x) that it shall not raise any objection to a any Secured Party’s purchase of the Borrower Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters the No Action Letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC UCC, (2) shall be considered commercially reasonable notwithstanding that the Secured Party has not registered or sought to register the Borrower Collateral under the Securities Act, even if the Borrower Parties agree to pay all costs of the registration process, and (23) shall be considered to be commercially reasonable notwithstanding that a the Secured Party purchases the Borrower Collateral at such a sale. (dv) Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor agrees that the Collateral Administrative Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Borrower Collateral sold by the Collateral Administrative Agent pursuant to this Agreement. The Collateral Administrative Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not to approach any potential purchasers. Each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that the Collateral Administrative Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Borrower Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Borrower Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby waive any claims against the Secured Parties Administrative Agent arising by reason of the fact that the price at which any of the Borrower Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s Borrower Parties’ obligations under the Agreement, even if the Collateral Administrative Agent accepts the first bid received and does not offer any Borrower Collateral to more than one bidder; provided that the Administrative Agent has acted in a commercially reasonable manner in conducting such private sale. Without in any way limiting the Collateral Administrative Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby agrees that any foreclosure sale conducted in accordance with the following provisions (including, without limitation, Section 4(d)(vi) below) shall be considered a commercially reasonable sale, and each of the Borrower Parties, the Collateral Manager, and the Collateral Manager Preferred Investor hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i1) the Collateral Administrative Agent conducts such foreclosure sale in the State of New York; (ii2) such foreclosure sale is conducted in accordance with the Laws laws of the State of New York; and (iii3) not more than thirty days before, and not less than five (5) three Business Days in advance of such foreclosure sale, the Collateral Administrative Agent notifies the Borrower Borrower, the Collateral Manager, and the Collateral Manager Preferred Investor at the address set forth herein of the time and place of such foreclosure sale. (evi) Notwithstanding anything in this Section to the contrary herein or in any Facility Documentcontrary, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by (i) the Administrative Agent. Any such party may exercise such right by delivering Agent shall give not less than two (2) Business Days prior written notice to the Administrative Agent Collateral Manager of any proposed private sale, transfer or other disposition of any Borrower Collateral, (an “Exercise Notice”ii) which shall include a proposed purchase price and be delivered the Collateral Manager and/or the Preferred Investor may, but is not later than three required to, offer to buy any item of Borrower Collateral following receipt of the notice described in clause (3i) Business Days after the date on which the Borrower receives notice from provided that the Administrative Agent of shall be entitled to reject such offer in its sole discretion and, notwithstanding the occurrence delivery of such Event notice or the receipt of Default such offer, shall remain entitled to engage other potential buyers and termination continue with any proposed private sale, transfer or other disposition described in such notice or to refrain from selling any such item of the CommitmentsBorrower Collateral, as applicablein each case, its sole discretion, and (iii), to the intent extent any Borrower Collateral is to be disposed of in a public sale, the Collateral Manager and the Preferred Investor (and any Affiliate or designee thereof) shall be entitled, subject to and in accordance with any rules of such public sale established by the Administrative Agent including any standard and customary eligibility requirements for bidders in such public sale, to liquidate bid on each such item of Borrower Collateral being sold, transferred or dispose of the Collateralotherwise disposed of, and which Exercise Notice shall set forth evidence reasonably satisfactory subject to the Administrative Agent that the Equityholder has access same terms and conditions applicable to sufficient capital to consummate all other participants in such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)auction.

Sales. (a) Each Upon its exercise of an Inclusion Right, each Offeree shall, within a reasonable period prior to the closing of such Article III Sale, deliver to the Transferor a certificate or certificates representing the shares of Restricted Securities and/or Restricted Preferred Securities to be sold or otherwise disposed of pursuant to the Article III Offer by such Offeree, free and clear of all Liens, and a limited power-of-attorney authorizing the Transferor to sell or otherwise dispose of such shares of Restricted Securities and/or Restricted Preferred Securities pursuant to the terms of the Borrower Article III Offer, provided, however, that in the event that the purchase and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any Restricted Securities or all of Restricted Preferred Securities contemplated by the Collateral Article III Offer is not completed, such certificate(s) and may power-of-attorney shall be compelled returned to resort to one or more private sales thereof. Each of the Borrower and Offeree in accordance with Section 3.2(c) promptly upon request by the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private saleOfferee. (b) Each The Transferor shall have until one hundred twenty (120) days commencing on the expiration of the Borrower 30 day period following delivery of the Inclusion Notice, in which to sell or otherwise dispose of, on behalf of itself and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury Offerees, up to the Agentsnumber of shares of Restricted Securities and/or Restricted Preferred Securities covered by the Article III Offer (and the number of Transferor Shares) to the Buyer. If all such shares are not sold to the Buyer, that the Agents have no adequate remedy Transferor, at law in respect its option, may elect to sell on behalf of itself and the Offerees such number of shares as the Buyer will purchase, Pro Rata among the Transferee and each Offeree, as nearly as practicable. The material terms of such breach andsale, as a consequenceincluding, that each without limitation, price and every covenant contained in this Section 6.04 form of consideration, shall be specifically enforceable against as set forth in the Borrower Inclusion Notice. If at the end of such 120-day period the Transferor has not completed the sale or other disposition of all the Transferor Shares and all the Collateral ManagerOfferees' Restricted Securities and/or Restricted Preferred Securities (if any) proposed to be sold to the Buyer, and the Transferor shall return to each of the Borrower Offerees its respective certificates, if any, representing shares of Restricted Securities and/or Restricted Preferred Securities which the Offerees delivered for sale or other disposition pursuant to this Article III and which were not sold pursuant thereto and the Collateral Manager hereby waives and agrees not provisions of this Article III shall continue to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment be in Fulleffect. (c) Pursuant Promptly after the consummation of the sale or other disposition of the Transferor Shares and Restricted Securities and/or Restricted Preferred Securities of the Offerees to the UCCBuyer pursuant to the Article III Offer, the Transferor shall notify the Offerees thereof, and the Buyer shall pay to the Transferor and each of the Borrower Offerees their respective portions of the sales price of the Restricted Securities and/or Restricted Preferred Securities sold or otherwise disposed of pursuant thereto, and shall furnish such other evidence of the completion of such sale or other disposition and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated terms thereof as may be reasonably requested by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleOfferees. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein contained in this Article III, except for the Transferor's obligation to return to each Offeree any certificates representing the Offerees' Restricted Securities or in any Facility DocumentRestricted Preferred Securities, in connection with any liquidation or disposition there shall be no liability on the part of the Collateral, including without limitation, upon Transferor to any Stockholder in the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent event that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral proposed sale pursuant to this Section 6.04(e)Article III is not consummated for whatever reason. Whether a sale of Restricted Securities or Restricted Preferred Securities is effected pursuant to this Article III by the Transferor is in the sole and absolute discretion of the Transferor.

Sales. (a) Each of the A Borrower and Entity or the Collateral Manager recognizes that an Agent on its behalf may be unable Dispose (or direct the Collateral Agent, on behalf of a Borrower Entity, to effect a public sale Dispose) of any or all of Collateral Obligation at any time without the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach consent of any of their covenants contained in this Section 6.04 will cause irreparable injury to the AgentsPerson; provided that, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall if an Event of Default has occurred and is continuing (or will occur or be considered continuing af ter giving ef fect to be a “public” such sale for purposes and the application of the UCC proceeds thereof), the consent of the Administrative Agent must be obtained prior to such Disposition (in its sole and absolute discretion) unless such Collateral Obligation is an Unsettled Sale Asset and (2) shall be considered if either (x) the proceeds to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of received by the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may Entities from such Disposition would be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreementrelated Individual Realization Application Amount, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (iy) the Collateral Agent conducts Portfolio Requirements would not be satisfied on a pro forma basis af ter giving ef fect to such foreclosure sale transfer and this failure would result in the State of New York; a Borrowing Base Def iciency or (iiz) such foreclosure sale Disposition is conducted in accordance with a cashless transfer to the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure saleEquity Holder or an Af filiate thereof, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent consent of the Administrative Agent must be obtained prior to liquidate or dispose such Disposition (in its sole and absolute discretion). 109 (b) Limit on Affiliate Sales. Notwithstanding the foregoing, the Aggregate Principal Amount of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory all Collateral Obligations (other than Warranty Collateral Obligations) Disposed of to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (Equity Holder or its designated any Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral thereof pursuant to this Section 6.04(e)8.1 shall not in aggregate exceed 20% of the Equity Holder Purchased Loan Balance measured as of the date of such Disposition; provided that the Aggregate Principal Amount of all Collateral Obligations that are Defaulted Obligations (other than Warranty Collateral Obligations) Disposed of to the Equity Holder or any Affiliate thereof pursuant to this Section 8.1 shall not exceed 10% of the Equity Holder Purchased Loan Balance measured as of the date of such Distribution.

Sales. If the aggregate book value of any assets of the Principal and/or any Material Subsidiary which are sold, leased, transferred, subjected to put/call arrangements or otherwise disposed of (other than pursuant to any of the transactions described in subsections (a) Each to (g) hereof) during a fiscal year of the Borrower Principal, exceeds 40% of the book value of Consolidated Tangible Assets, each such book value to be calculated by reference to the most recently available audited consolidated financial statements of the Principal, then the Principal shall (i) cause the Net Cash Proceeds arising from any such sales, leases, transfers, put/call arrangements or other dispositions in excess of such 40% threshhold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and (ii) obtain from such third parties, to the extent that cash collateral has been provided to such third parties, releases of EDC from its obligations under such EDC Agreements; such cash collateral security arrangements and any releases shall be in form and substance satisfactory to EDC and such third parties; provided that if any such third party refuses to accept such cash collateral or to so release EDC, then such cash collateral, in form and substance satisfactory to EDC, shall be provided to, and accepted by, EDC, except that no such cash collateral and no such releases shall be required in respect of the following transactions: (a) sales of inventory, used or surplus equipment or Permitted Investments or sales, assignments or licenses (or abandonments) of intellectual property or technology, all in the ordinary course of business; (b) sales, transfers and other dispositions to the Principal or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that is not a Material Subsidiary shall be at prices not less favourable than could be obtained on an arm's-length basis from unrelated third parties, it being understood that prices determined in accordance with the Principal's policies and relevant tax or regulatory requirements as customarily applied by the Principal will be deemed to be on arm's-length basis; (c) sales, transfers and other dispositions under consideration on the Closing Date or on the date hereof and the Collateral Manager recognizes possibility of which was disclosed in the Disclosure Schedule; (d) sale and leaseback transactions and sales of accounts receivable or rights in respect thereof, not otherwise prohibited under any of the Facility Documents; (e) (i) easements or other similar covenant agreements that an Agent may relate to and/or benefit the operation of the property of the Principal or any Subsidiary, do not materially or adversely affect the use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm's-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings permitted under the Security Documents; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be unable made for fair value as determined by the Principal or as necessary to effect comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuance of a public sale Specified Event of any Default, shall be deposited and maintained in accounts of the Principal or all such Material Subsidiary, as applicable, subject to a perfected security interest in favour of the Collateral Agent and may EDC pursuant to the Security Documents. The Principal shall promptly take or cause to be compelled taken all such actions as are necessary to resort to one or more private sales thereofensure that such perfection is achieved. Each of the Borrower and the Collateral Manager EDC acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale andaction, notwithstanding such circumstances, agree that or any such private sale shall not be deemed request or demand by it to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of Agent to take any of their covenants contained in this Section 6.04 will cause irreparable injury action, to exercise rights or remedies under the Agents, that Security Documents to satisfy any obligations owed by the Agents have no adequate remedy at law Principal in respect of such breach and, as a consequence, that each and every covenant contained any Support in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each respect of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there which cash collateral has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted provided in accordance with the following provisions shall this Section 5.11, will be considered a commercially reasonable saletaken, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein requested or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitmentsdemanded, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory only to the Administrative Agent extent that such cash collateral does not satisfy the Equityholder has access to sufficient capital to consummate amount of such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)obligations.

Sales. (a) Each By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under, (i) the Participation Interests existing at the opening of business on the Closing Date, and thereafter created from time to time until the Agreement Termination Date, (ii) the Requisite Percentage of the Borrower Related Security for the Underlying Receivables relating to such Participation Interests, (iii) the Requisite Percentage of all Collections with respect to the Underlying Receivables relating to such Participation Interests, including, without duplication, any Recoveries allocated to such Participation Interests, (iv) without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Retailer on account of in-store payments and the Collateral Manager recognizes that an Agent may be unable to effect a public sale other amounts received by such Retailer in payment of any or such Receivables and (v) all proceeds of all of the Collateral foregoing (collectively, the “Transferred Assets”); provided that Seller may in its discretion contribute Transferred Assets to Buyer from time to time. As of each day during the term of this Agreement, Buyer shall become the legal owner and may be compelled to resort to one or more private sales thereof. Each the owner for tax purposes of the Borrower Participation Interests created on such day. The foregoing does not constitute and the Collateral Manager acknowledges and agrees that any such private sale may is not intended to result in prices the creation or assumption by Buyer of any obligation of any Originator, Seller or any other Person in connection with the Accounts or the Underlying Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Retailers, clearance systems or insurers. The foregoing conveyance shall be effective (x) on the Closing Date, as to all Transferred Assets then existing and other terms less favorable than if such sale were a public sale and(y) thereafter, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue instantaneously upon the creation of being a private saleeach Transferred Asset. (b) Each Seller agrees, at its own expense, (i) on or prior to (x) the Closing Date, in the case of the Borrower Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the Collateral Manager further agrees applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate computer files that Participation Interests created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such computer files a breach code so identifying each such Account (or, in the case of any of their covenants contained in this Section 6.04 will cause irreparable injury Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on or prior to the Agentsdate referred to in clause (i)(x), that the Agents have no adequate remedy at law in respect of such breach and(y) or (z), as a consequenceapplicable, that each to deliver to Buyer an Account Schedule. The initial such Account Schedule, as supplemented from time to time to reflect Additional Accounts and every covenant contained in this Section 6.04 Removed Accounts, shall be specifically enforceable against marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the Borrower and the Collateral Managercode referenced in clause (i) of this paragraph has been included with respect to any Account, and each of the Borrower and the Collateral Manager hereby waives and Seller further agrees not to assert permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (y) Seller shall have delivered to Buyer prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Participation Interests to continue to be perfected with the priority required by this Agreement. At any defenses against an action for specific performance of time that the code referenced in clause (i) is included with respect to any account, such covenants except for account shall be a defense that there has been a Payment in Full“Flagged Account”. (c) Pursuant to Seller may in the UCC, each future convey a portion of the Borrower Interchange relating to any Account to Buyer pursuant to an agreement supplemental hereto in form and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection substance satisfactory to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) Seller and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a saleBuyer. (d) Each On or prior to the Closing Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Closing Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the Borrower perfection of, the transfer and assignment of its interest in such Transferred Assets to Buyer, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this Section 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Collateral Manager agrees that Closing Date, and (if any additional filing is so necessary) as soon as practicable after the Collateral Agent applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall not have any general duty be under no obligation whatsoever to file such financing or obligation continuation statements or to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations filing under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, UCC in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence such transfer and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)assignment.

Sales. Neither the Borrower nor the Services Provider on their behalf may Dispose (a) Each or direct the Collateral Agent, on behalf of the Borrower and the Borrower, to Dispose) any Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale.Obligation unless: (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered such Disposition is on arm’s length terms, the Disposition price is a least equal to be a “public” sale for purposes the portion of the UCC and Borrowing Base Value for such Collateral Obligation that corresponds to the portion of the Asset Amortized Amount of such Collateral Obligation that is the subject of such Disposition; or (2) shall be considered the Administrative Agent has consented to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. Disposition (d) Each of the Borrower in its sole and the Collateral Manager agrees absolute discretion, provided that the Collateral Administrative Agent shall not have consent to any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this AgreementDisposition that is part of a Permitted Material Securitization). The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conductdispute the arm’s length nature of any Disposition (other than the Disposition of a Syndicated First Lien Collateral Obligation at a price at least equal to its current Market Value) by procuring a Firm Bid for the Collateral Obligation that is the subject of such Disposition, and if the price for such Collateral Obligation as set forth in any such Firm Bid is greater than the sale price as determined by the Borrower or the Services Provider, then such Disposition shall not incur any liability as a result of, the be permitted unless such sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral price is or may modified to be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was not less than the price that might have been obtained at a public sale or was less than set forth in such Firm Bid. Notwithstanding the aggregate amount of foregoing but subject to Section 8.1(b), upon prior notice to the Borrower’s obligations under Administrative Agent, the Agreement, even if the Collateral Agent accepts the first bid received and does not offer Borrower may: (I) sell (x) any Collateral Obligation (or portion thereof) that results in an Excess Concentration Amount, (y) any asset that is neither a Collateral Obligation nor an Eligible Investment or that has a Borrowing Base Value of zero, (i) to more than one bidder. Without in any way limiting the Collateral Agentthird parties on an arm’s right length basis, or (ii) on arm’s length terms to conduct a foreclosure sale in any manner which is considered commercially reasonable, each Affiliates of the Borrower that are the Equity Holder or bankruptcy-remote special purpose entities; provided that such Affiliates (other than the Equity Holder) are also subject to restrictions on sales of Collateral Obligations to Affiliates which are substantially equivalent to those set forth in (b) below, in each case if and only if (A) the Borrower provides not less than three Business Days’ prior written notice to the Administrative Agent and the Collateral Manager hereby agrees that any foreclosure sale conducted Lenders setting forth in accordance with reasonable detail the following provisions shall be considered a commercially reasonable sale, and each portion of the Borrower Collateral Obligations to be transferred and the Collateral Manager hereby irrevocably waives any right terms of such sales, including proceeds to contest any be received by the Borrower, (B) no Default, Event of Default, Extraordinary Event, WAPG Deficiency or Borrowing Base Deficiency (determined on a pro forma basis after giving effect to such sale conducted Disposition) has occurred and is continuing or would result therefrom (except in accordance with the following provisions:case of Dispositions made to cure a Borrowing Base Deficiency or WAPG Deficiency) and (C) the Borrower shall have received written confirmation from the Administrative Agent that the conditions set forth in clauses (A) and (B) in this paragraph are satisfied, provided that the Administrative Agent shall make reasonable efforts to provide such confirmation in a timely manner; or (iII) dividend or distribute to the Equity Holder any asset that is neither a Collateral Obligation nor an Eligible Investment, that has a Borrowing Base Value of zero if (A) no Default, Event of Default, Extraordinary Event or WAPG Deficiency (determined on a pro forma basis after giving effect to such dividend or distribution) has occurred and is continuing or would result therefrom (B) the Borrower provides not less than three Business Days’ prior written notice to the Administrative Agent and the Lenders setting forth in reasonable detail the portion of the Collateral Obligation or other asset to be transferred, (C) after giving effect to such Disposition, the Borrowing Base is at least 105% of the Loan Amount and (D) the Borrower receives prior written confirmation from the Administrative Agent conducts such foreclosure sale in the State of New Yorkthat clauses (A) through (C) are satisfied; (iiIII) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not no more than thirty days before, and twice in each calendar month dividend or distribute to the Equity Holder any Collateral Obligation if (A) the Borrower provides not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering Days’ prior written notice to the Administrative Agent and the Lenders setting forth in reasonable detail the portion of the Collateral Obligations to be transferred, (an “Exercise Notice”B) which shall include no Default, Event of Default, Extraordinary Event or WAPG Deficiency (determined on a proposed purchase price pro forma basis after giving effect to such dividend or distribution) has occurred and be delivered is continuing or would result therefrom, (C) after giving effect to such dividend or distribution, the Borrowing Base is at least 105% of the Loan Amount, (D) the Excess Distribution Requirements are satisfied and (E) the Administrative Agent has not later than three notified the Borrower in writing within five (35) Business Days after receiving such notice of its determination, in its reasonable discretion, that the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall conditions set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (eIII) would not be satisfied in connection with such dividend or distribution). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur; provided, in each case during the time under this Section 8.1(a), that the Equityholder and its Affiliates are entitled Borrower has provided notice to provide an Exercise Notice and purchase the Lenders setting forth the price at which such Collateral pursuant Obligation is proposed to this Section 6.04(e)be sold.

Sales. If the aggregate book value of any assets of the Principal and/or any Material Subsidiary which are sold, leased, transferred, subjected to put/call arrangements or otherwise disposed of (other than pursuant to any of the transactions described in subsections (a) Each to (g) hereof) during a fiscal year of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale of any or all Principal, exceeds 40% of the Collateral and may book value of Consolidated Tangible Assets, each such book value to be compelled calculated by reference to resort to one or more private sales thereof. Each the most recently available audited consolidated financial statements of the Borrower and Principal, then the Collateral Manager acknowledges and agrees that Principal shall (i) cause the Net Cash Proceeds arising from any such private sale may result sales, leases, transfers, put/call arrangements or other dispositions in prices excess of such 40% threshold to be used, within 10 days after receipt of such amounts, to provide to EDC or third parties designated by EDC to whom EDC has liability under any EDC Agreements, a first priority security interest in cash collateral (including deposits of cash) equal to the amount of such Net Cash Proceeds and other terms less favorable than (ii) obtain from such third parties, to the extent that cash collateral has been provided to such third parties, releases of EDC from its obligations under such EDC Agreements; such cash collateral security arrangements and any releases shall be in form and substance satisfactory to EDC and such third parties; provided that if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale third party refuses to accept such cash collateral or to so release EDC, then such cash collateral, in form and substance satisfactory to EDC, shall not be deemed to have been made provided to, and accepted by, EDC, except that no such cash collateral and no such releases shall be required in a commercially unreasonable manner solely by virtue respect of being a private sale.the following transactions: (a) sales of inventory, used or surplus equipment or Permitted Investments or sales, assignments or licenses (or abandonments) of intellectual property or technology, all in the ordinary course of business; (b) Each of the Borrower sales, transfers and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury other dispositions to the AgentsPrincipal or a Subsidiary; provided that any such sales, transfers or dispositions to a Subsidiary that the Agents have no adequate remedy at law in respect of such breach and, as is not a consequence, that each and every covenant contained in this Section 6.04 Material Subsidiary shall be specifically enforceable against at prices not less favourable than could be obtained on an arm’s-length basis from unrelated third parties, it being understood that prices determined in accordance with the Borrower Principal’s policies and relevant tax or regulatory requirements as customarily applied by the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not Principal will be deemed to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full.be on arm’s-length basis; (c) Pursuant to sales, transfers and other dispositions under consideration on the UCC, each of the Borrower date hereof and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase possibility of which was disclosed in the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale.Disclosure Schedule; (d) Each Financing Leases and sales of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty accounts receivable or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part rights in respect thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which not otherwise prohibited under any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New YorkFacility Documents; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything (i) easements or other similar covenant agreements that relate to and/or benefit the contrary herein or in any Facility Document, in connection with any liquidation or disposition operation of the Collateral, including without limitation, upon the termination property of the Commitments following Principal or any Subsidiary, do not materially or adversely affect the occurrence use and operation of the same and are granted in the ordinary course of business within reasonable commercial standards and (ii) leases or subleases pursuant to arm’s-length transactions; (f) sales, transfers or other dispositions of assets or property (including Debt, Equity Interests or rights thereto) acquired or made pursuant to vendor financings not prohibited hereunder; or (g) other individual sales, transfers, leases or dispositions that yield Net Cash Proceeds less than or equal to US$5,000,000 (including dispositions for which no Net Cash Proceeds are received); provided that all sales, transfers, put/call arrangements, leases and other dispositions contemplated by this Section (except those referenced in clause (b) above) shall be made for fair value as determined by the Principal or as necessary to comply with relevant tax or regulatory requirements as customarily applied by the Principal and provided further that all proceeds arising therefrom, after deduction of reasonable expenses associated therewith, after and during the continuation continuance of an a Specified Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum be deposited and maintained in accounts of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any Principal or such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the CommitmentsMaterial Subsidiary, as applicable, subject to a perfected security interest in favour of EDC in form and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably substance satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative AgentEDC, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateralacting reasonably. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender Principal shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, promptly take or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets be taken all such actions as are necessary to occur, in each case during the time ensure that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)such perfection is achieved.

Sales. (a) Each of the Borrower and the Collateral Manager Loan Party recognizes that an the Administrative Agent may be unable to effect a public sale of any or all of the Collateral and that constitutes securities to be sold by reason of certain prohibitions contained in the laws of any jurisdiction outside the United States or in applicable federal or state securities laws but may be compelled to resort to one or more private sales thereof to a restricted group of Lenders who will be obliged to agree, among other things, to acquire such Collateral to be sold for their own account for investment and not with a view to the distribution or resale thereof. Each of the Borrower and the Collateral Manager Loan Party acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not shall, to the extent permitted by law, be deemed to have been made in a commercially unreasonable manner solely reasonable manner. Unless required by virtue applicable Law, the Administrative Agent shall not be under any obligation to delay a sale of being a private sale. (b) any of such Collateral to be sold for the period of time necessary to permit the issuer of such securities to register such securities under the laws of any jurisdiction outside the United States or under any applicable federal or state securities laws, even if such issuer would agree to do so. Each Loan Party further agrees to do or cause to be done, to the extent that such Loan Party may do so under the Law, all such other acts and things as may be necessary to make such sales or resales of any portion or all of such Collateral or other property to be sold valid and binding and in compliance with any and all Laws at the Borrower and the Collateral Manager Loan Parties’ expense. Each Loan Party further agrees that a breach of any of their the covenants contained in this Section 6.04 8.02 will cause irreparable injury to the Agents, that Administrative Agent and the Agents have Lenders for which there is no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 6.04 8.02 shall be specifically enforceable against the Borrower and the Collateral Managersuch Loan Party, and each of the Borrower and the Collateral Manager Loan Party hereby waives and agrees agrees, to the fullest extent permitted by law, not to assert any defenses as a defense against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (ci) Pursuant such Loan Party’s failure to perform such covenants will not cause irreparable injury to the UCC, each Administrative Agent and the Lenders or (ii) the Administrative Agent or the Lenders have an adequate remedy at law in respect of such breach. Each Loan Party further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Administrative Agent and the Lenders by reason of a breach of any of the Borrower covenants contained in this Section 8.02 and consequently, agrees that, if such Loan Party shall breach any of such covenants and the Collateral Manager hereby specifically agrees (x) that it Administrative Agent or the Lenders shall xxx for damages for such breach, such Loan Party shall pay to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, as liquidated damages and not raise any objection as a penalty, an aggregate amount equal to a Secured Party’s purchase the value of the Collateral (through bidding or other property to be sold on the obligations or otherwise) and date the Administrative Agent (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, acting at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent Required Lenders) shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance demand compliance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e8.02(b).

Sales. (a) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents Agent have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Equityholder, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullcovenants. (c) Pursuant to the UCC, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable mannermanner and in accordance with Applicable Law, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager and the Equityholder hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder; provided that such sale was made in accordance with Applicable Law. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker-dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iiie) not more than thirty days before, and not less than five (5) two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and Borrower, the Collateral Manager and the Equityholder at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each of the Borrower Borrower, the Collateral Manager, and the Collateral Manager Equityholder recognizes that an Agent may be unable to effect a public sale of any or all of the Collateral and may be compelled to resort to one or more private sales thereof. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. (b) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury to the Agents, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and Borrower, the Collateral Manager, and the Equityholder, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Fullcovenants. (c) Pursuant to the UCC, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and Borrower, the Collateral Manager and the Equityholder agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agentin its sole discretion, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable mannermanner and in accordance with Applicable Law, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and Borrower, the Collateral Manager and the Equityholder hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder; provided that such sale was made in accordance with Applicable Law. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and Borrower, the Collateral Manager and the Equityholder hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent (or any broker-dealer on its behalf) conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iiie) not more than thirty days before, and not less than five (5) two Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and Borrower, the Collateral Manager and the Equityholder at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e).

Sales. (a) Each To the extent permitted by Applicable Law, each Trustor waives all claims, damages and demands it may acquire against the Beneficiary arising out of the Borrower exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Encumbered Property shall be required by law, such notice shall be deemed reasonable and the Collateral Manager proper if given at least ten (10) days before such sale or other disposition. Each Trustor recognizes that an Agent the Beneficiary may be unable to effect a public sale of any or all of the Collateral Encumbered Property and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager Trustor also acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agree agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being a private sale. (b) Each of the Borrower and the Collateral Manager further agrees that a breach of any of their covenants contained in this Section 6.04 will cause irreparable injury each Trustor waives, to the Agentsextent permitted by Applicable Law, that the Agents have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against Beneficiary and the Secured Parties arising by reason of the fact that the price at which any of the Collateral Encumbered Property may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the AgreementSecured Obligations, even if the Collateral Agent Beneficiary accepts the first bid offer received and does not offer any Collateral the Encumbered Property to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees offeree; provided that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure private sale is conducted in accordance with the Laws this Instrument. Each Trustor hereby agrees that in respect of any sale of any of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure saleEncumbered Property pursuant to the terms hereof, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything Beneficiary is hereby authorized to the contrary herein comply with any limitation or in any Facility Document, restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any liquidation violation of Applicable Law, or disposition in order to obtain any required approval of the Collateral, including without limitation, upon the termination sale or of the Commitments following the occurrence purchaser by any Governmental Agency, and during the continuation each Trustor further agrees that such compliance shall not, in and of an Event of Defaultitself, the Equityholder result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Beneficiary be liable or accountable to any of its Affiliates, Trustor for any fund managed discount allowed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum reason of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any fact that such party may exercise Encumbered Property is sold in compliance with any such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate limitation or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(e)restriction.

Sales. Each Subordinated Creditor agrees that it will consent to, and will not object or oppose a motion to Dispose of any Collateral (aor any procedures related to such Disposition) Each free and clear of the Borrower and the Collateral Manager recognizes that an Agent may be unable to effect a public sale Liens of any Subordinated Creditors under Section 363 or all Section 1129 of the Collateral Bankruptcy Code (or similar Debtor Relief Laws), and may be compelled to resort to one or more private sales thereof. Each of the Borrower and the Collateral Manager acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall not will be deemed to have been made in a commercially unreasonable manner solely by virtue consented pursuant to Section 363(f) of being a private sale. the Bankruptcy Code, if (a) Senior Agent has consented to the sale of such Collateral free and clear of the Liens of Senior Agent, (b) Each such motion does not impair, subject to the priorities set forth in this Agreement, the rights of the Borrower Subordinated Creditors under Section 363(k) of the Bankruptcy Code or similar Debtor Relief Law (so long as the right of any Subordinated Creditor to offset its claim against the purchase price only arises after Payment In Full of the Senior Debt), and (c) either (i) pursuant to court order, the Liens of any Subordinated Creditor attach to the net proceeds of the Disposition with the same priority and validity as the Liens held by such Subordinated Creditor on such Collateral, and the Collateral Manager further agrees that a breach Liens remain subject to the terms of this Agreement, or (ii) the net proceeds of the Disposition are (x) applied to the payment of the DIP Financing or the Senior Debt, (y) set aside for payment of any of their covenants contained Priming Claims, or (z) applied in this accordance with Section 6.04 will cause irreparable injury 9(a). Notwithstanding anything in the foregoing to the Agentscontrary, the Subordinated Creditors may raise any objections to such Disposition of the Collateral that could be raised by a creditor of Grantors whose claims are not secured by Xxxxx on such Collateral; provided, such objections are not inconsistent with any other term or provision of this Agreement and are not based on their status as secured creditors (without limiting the Agents have no adequate remedy at law foregoing, Subordinated Creditors may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any similar Debtor Relief Law) with respect to the Liens granted to any Subordinated Creditor in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.04 shall be specifically enforceable against the Borrower and the Collateral Manager, and each of the Borrower and the Collateral Manager hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that there has been a Payment in Full. (c) Pursuant to the UCC, each of the Borrower and the Collateral Manager hereby specifically agrees (x) that it shall not raise any objection to a Secured Party’s purchase of the Collateral (through bidding on the obligations or otherwise) and (y) that a foreclosure sale conducted in conformity with the principles set forth in various no action letters promulgated by the SEC staff (1) shall be considered to be a “public” sale for purposes of the UCC and (2) shall be considered to be commercially reasonable notwithstanding that a Secured Party purchases the Collateral at such a sale. (d) Each of the Borrower and the Collateral Manager agrees that the Collateral Agent shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Collateral sold by the Collateral Agent pursuant to this Agreement. The Collateral Agent may, at the direction of the Administrative Agent, among other things, accept the first bid received, or decide to approach or not approach any potential purchasers. Each of the Borrower and the Collateral Manager hereby agrees that the Collateral Agent shall have the right to conduct, and shall not incur any liability as a result of, the sale of any Collateral, or any part thereof, at any sale conducted in a commercially reasonable manner, it being agreed by the parties hereto that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value. The Borrower and the Collateral Manager hereby waive any claims against the Secured Parties arising by reason of the fact that the price at which any of the Collateral may have been sold at a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Borrower’s obligations under the Agreement, even if the Collateral Agent accepts the first bid received and does not offer any Collateral to more than one bidder. Without in any way limiting the Collateral Agent’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, each of the Borrower and the Collateral Manager hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale, and each of the Borrower and the Collateral Manager hereby irrevocably waives any right to contest any such sale conducted in accordance with the following provisions: (i) the Collateral Agent conducts such foreclosure sale in the State of New York; (ii) such foreclosure sale is conducted in accordance with the Laws of the State of New York; and (iii) not more than thirty days before, and not less than five (5) Business Days in advance of such foreclosure sale, the Collateral Agent notifies the Borrower and the Collateral Manager at the address set forth herein of the time and place of such foreclosure sale. (e) Notwithstanding anything to the contrary herein or in any Facility Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder or any of its Affiliates, any fund managed by the Equityholder or any of its Affiliates, and/or any third party designees shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Administrative Agent. Any such party may exercise such right by delivering written notice to the Administrative Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Administrative Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Administrative Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Administrative Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (e). Once an Exercise Notice is delivered to the Administrative Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The cash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Administrative Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 6.02(b) or Section 7.03, or cause the removal of the Collateral Manager pursuant to Section 14.08, or cause the liquidation or disposition of the Collateral Assets to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 6.04(eassets).