Net Sale Proceeds. The proceeds realized by the Partnership upon the sale, exchange or other disposition of all or any substantial part of the Partnership property, net of expenses incident to such sale, the payment of any Partnership indebtedness secured by or related to any such assets and satisfaction of any right of any creditor of the partnership (other than a Partner) to receive such proceeds.

Distributions of Net Sale Proceeds. All Net Sale Proceeds, if any, realized by or available to the Partnership shall first be applied or added to a reasonable reserve or escrow account retained to provide funds for contingencies and expenses of the Partnership, (all as determined by the General Partner or as required by any loan, escrow or other agreement or instrument of the Partnership), and the balance, if any, shall be distributed in the following order of priority to the extent available:

Proceeds. The Seller acknowledges that all Collections received by it or its Affiliates with respect to the Transferred Assets (other than Excluded Amounts) (the “Proceeds”) Conveyed to the Purchaser are held and shall be held in trust for the benefit of the Purchaser and its assignees until deposited into the Interest Collection Subaccount or the Principal Collection Subaccount. The Seller shall promptly remit to the Purchaser or the Purchaser’s designee any payment or any other sums relating to, or otherwise payable on account of, the Transferred Assets (other than Excluded Amounts) that the Seller receives after the Closing Date.

Proceeds of Sale of Mortgaged Property. In the event any undivided interest in any of the Mortgaged Property is sold and causes a Collateral Borrowing Base Deficiency (as defined in Section 4.3 hereof), the sales proceeds of any such sale shall be applied initially to the outstanding principal balance of the Revolver Note, then to accrued interest under the Revolver Note; provided, however, no such sale shall occur except as permitted in Section 6.16 hereof or in the Mortgage or without the prior written consent of the Bank, not to be unreasonably withheld, conditioned or delayed.

Sale. Merchant hereby sells to Purchaser a finite amount of its Future Receivables, the dollar value of which is set forth above as “Amount Sold”, in exchange for the Purchase Price. Merchant agrees to remit the Purchased Percentage of Merchant’s Future Receivables until Purchaser receives the total Amount Sold. “Future Receivables”, when used anywhere in this Agreement, means:

Sale. Subject to the terms and conditions set forth in this Agreement, Purchaser shall purchase from the Seller and the Seller shall sell to Purchaser the Securities for an aggregate purchase price of $250,000.00 (“Purchase Price”).

Sale. If a Grantee’s employment is terminated during the Award Period and the Company determines that such termination resulted from the sale of his or her subsidiary, division or joint venture, the following portion of this PSU Award will be distributed at such time as it would have been paid if employment had continued, based on the Final Award: one third if employment terminates on or after the Grant Date but before the first anniversary of the Award Period thereof; and all if employment terminates on or after the first anniversary of the first day of the Award Period. The remainder will be forfeited on the date a Grantee’s employment ends.

Sale. Subject to the terms and conditions of this Agreement, the Vendor agrees to sell 100 percent of the Asset for a total consideration of sixty-five million six hundred thousand (65,600,000) shares of Common Stock of Advanced Environmental Petroleum Producers Inc. (AEPP) formerly known as Electric Vehicle Research Corp Inc. (the “Purchase Price”). This is a private transaction between the Vendor and Purchaser.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

Declined Proceeds. The Borrower shall notify the Administrative Agent in writing of any mandatory prepayments of Loans required to be made pursuant to [Section 2.03(a)(iii), (iv), and (v)])])], no less than ten (10) Business Days before the date of such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of each Lender’s Pro Rata Share, or other applicable share provided for under this Agreement. Each Lender may reject all or a portion of its Pro Rata Share, or other applicable share provided for under this Agreement, of such mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Loans, by providing written notice to the Administrative Agent (a “Rejection Notice”) no later than 5:00 p.m., New York time, five (5) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. A Rejection Notice from a Lender shall specify the principal amount of the mandatory repayment of Loans to be declined by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, or the Rejection Notice fails to specify the principal amount of the Loans to be declined, it will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans.