Sale of Property/Lots. Seller agrees to sell and Buyer agrees to purchase, subject to the terms and conditions of this Agreement, certain property more particularly described as follows:

Separate Lots. The Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.

Should Trustee elect to sell the Property which is real property or which it has elected to treat as real property, upon such election, Trustee shall give such notice of default and notice of sale as may then be required by law. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then be required by law, Trustee, at the time and place specified by the notice of sale, shall sell such Property, or any portion thereof specified by Trustee, at public auction to the highest bidder for cash in lawful money of the United States. Trustee may, and upon request of Beneficiary shall, from time to time, postpone the sale by public announcement thereof at the time and place noticed therefor. If the Property consists of several lots or parcels, Trustee may designate the order in which such lots or parcels shall be offered for sale or sold. Any person, including Trustor, Trustee, or Beneficiary may purchase at the sale. Upon any sale, Trustee shall execute and deliver to the purchaser or purchasers, a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be given immediate possession.

Access; Utilities; Separate Tax Lots. Each Mortgaged Property # is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, # is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and # constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.

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 ​ (“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.

Company Sale. Notwithstanding anything to the contrary set forth in [clause (a) above], 100% of any Option granted hereby shall be vested, regardless of the degree to which such Option was otherwise then vested (i.e. if an Option is otherwise vested 20%, it shall become vested 100%) upon consummation of a Company Sale.

True Sale. Each Transferred Asset sold hereunder shall have been sold by the Seller to the Purchaser in a “true sale” (or in the case of a Participation, a “true participation”) and “absolute transfer”, free and clear of any Lien (except for Permitted Liens).

Sale Characterization. The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, true participation or other absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder (or, in the case of each Transferred Assets conveyed via Participation, of a beneficial ownership interest therein); provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold to the Purchaser.