Common use of Appointment and Acceptance of Agency Clause in Contracts

Appointment and Acceptance of Agency. (a) Subject to the terms and conditions hereof, the Consignor hereby appoints the Consignee as its agent for the Term and grants Consignee the exclusive right to market the Parts through sale, lease and exchange transactions in accordance with the terms and conditions hereof. The Consignee hereby accepts the above appointment and agrees to market the Parts through sale, lease and exchange transactions for the Consignor in accordance with the Agreed Upon Standard. In this regard, the Consignee will acknowledge receipt of the Verified Parts upon completion of the physical inventory contemplated in SECTION 2(c) below. The Consignee agrees to hold the Parts subject to the terms and conditions of this Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the Consignee acknowledges and agrees that the Consignee shall not sell, exchange, lease or otherwise transfer any Parts to the Consignee or any Subsidiary of the Consignee without the prior written consent of the Consignor, which consent will not be unreasonably withheld or delayed. (c) Consignee and Consignor shall jointly within sixty (60) days after the Effective Date complete an inventory of the Verified Parts to verify the physical existence of the Verified Parts. Additionally, Consignee and Consignor during such period shall jointly establish a "Sample Price" for the sale of Verified Parts in accordance with SECTION 4(a). Consignee and Consignor agree to provide adequate and knowledgeable personnel to complete such inventory within the time frame established. Until such time as any Verified Part is inventoried and a Sample Price established for such Verified Part, Consignee may sell such Verified Part based on Consignee's reasonable determination of then current fair market value. Consignee will be responsible for any Event of Loss of the Confirmed Inventory, PROVIDED, HOWEVER, that Consignee shall not be responsible for losses to the Non-Verified Parts included in the Confirmed Inventory until the aggregate Loss Value of such losses exceeds the Shrinkage Amount. (d) Additionally, sales of Parts by the Consignee will be on an individual item or lot basis and on such terms and conditions and at such prices as the Consignee in good fait▇ ▇▇▇▇▇ ▇▇▇ropriate based on the Consignee's reasonable determination of then current fair market value of the Parts; PROVIDED, THAT, for any calendar quarter, if the aggregate Gross Sales Price for all Verified Parts sold by Consignee during such quarter is less than 90% of the aggregate applicable Sample Prices for such Verified Parts, then Consignor shall have the right, exercisable by written notice to Consignee, to require Consignee to receive the prior consent of Consignor to sell any Verified Part for less than 90% of the then applicable Sample Price ("Sale Consent"). In the event Consignee seeks the consent of Consignor (which consent shall not be unreasonably withheld or delayed), it shall request the consent of Consignor on any Business Day by speaking

Appointment and Acceptance of Agency. (a) Subject to the terms and conditions hereof, the Consignor hereby appoints the Consignee as its agent for the Term and grants Consignee the exclusive right to market the Parts through sale, lease and exchange transactions in accordance with the terms and conditions hereof. The Consignee hereby accepts the above appointment and agrees to market the Parts through sale, lease and exchange transactions for the Consignor in accordance with the Agreed Upon Standard. In this regard, the Consignee will acknowledge receipt of the Verified Parts upon completion of the physical inventory contemplated in SECTION Section 2(c) below. The Consignee agrees to hold the Parts subject to the terms and conditions of this Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the Consignee acknowledges and agrees that the Consignee shall not sell, exchange, lease or otherwise transfer any Parts to the Consignee or any Subsidiary of the Consignee without the prior written consent of the Consignor, which consent will not be unreasonably withheld or delayed. (c) Consignee and Consignor shall jointly within sixty (60) days after the Effective Date complete an inventory of the Verified Parts to verify the physical existence of the Verified Parts. Additionally, Consignee and Consignor during such period shall jointly establish a "Sample Price" for the sale of Verified Parts in accordance with SECTION Section 4(a). Consignee and Consignor agree to provide adequate and knowledgeable personnel to complete such inventory within the time frame established. Until such time as any Verified Part is inventoried and a Sample Price established for such Verified Part, Consignee may sell such Verified Part based on Consignee's reasonable determination of then current fair market value. Consignee will be responsible for any Event of Loss of the Confirmed Inventory, PROVIDEDprovided, HOWEVERhowever, that Consignee shall not be responsible for losses to the Non-Verified Parts included in the Confirmed Inventory until the aggregate Loss Value of such losses exceeds the Shrinkage Amount. (d) Additionally, sales of Parts by the Consignee will be on an individual item or lot basis and on such terms and conditions and at such prices as the Consignee in good fait▇ ▇▇▇▇▇ ▇▇▇ropriate faith deems appropriate based on the Consignee's reasonable determination of then determina▇▇▇▇ ▇▇ ▇▇▇n current fair market value of the Parts; PROVIDEDprovided, THATthat, for any calendar quarter, if the aggregate Gross Sales Price for all Verified Parts sold by Consignee during such quarter is less than 90% of the aggregate applicable Sample Prices for such Verified Parts, then Consignor shall have the right, exercisable by written notice to Consignee, to require Consignee to receive the prior consent of Consignor to sell any Verified Part for less than 90% of the then applicable Sample Price ("Sale Consent"). In the event Consignee seeks the consent of Consignor (which consent shall not be unreasonably withheld or delayed), it shall request the consent of Consignor on any Business Day by speakingspeaking by telephone or in person with each of Benito Quevedo and Michael Brant (or if either of them shall leave th▇ ▇▇▇▇▇▇ ▇▇ ▇▇S, th▇ ▇▇▇▇ ▇▇▇▇▇▇t Managers of Consignor designated by AVS), or either one of them that the Company can reach, at the telephone numbers set forth in Schedule IV and simultaneously confirming such request by e-mail to each such person at the e-mail addresses set forth on Schedule IV. In the event that none of the foregoing representatives of Consignor respond to such request within four (4) hours after such e-mail is sent, such request for consent shall be deemed granted. In the event that the foregoing representatives of Consignor shall respond to any such request either approving or disapproving a proposed sale transaction, it shall thereafter confirm its response by return e-mail to the sender of the e-mail request. The obligation of Consignee to obtain the consent of Consignor with respect to the sale of Verified Parts shall terminate automatically upon the results of a succeeding quarter reflecting an aggregate Gross Sales Price for Verified Parts sold in such quarter greater than or equal to 90% of the aggregate Sample Prices for such Verified Parts. Such obligation of Consignee to obtain the consent of Consignor may be reinstated upon a subsequent calendar quarter reflecting that the aggregate Gross Sales Price for all Verified Parts sold by Consignee during such quarter is less than 90% of the aggregate applicable Sample Prices for such Verified Parts upon written notice from Consignor as provided above. (e) It is the intent of the Consignee to sell each Part in "AS-IS", "WHERE-IS" condition without any representations or warranties, express or implied, except (i) a warranty of good title, and (ii) such representations and warranties as the Consignee may customarily provide in respect of any repair, maintenance, overhaul, modification, refurbishment or other work (including, without limitation, any re-tagging) done on such Part, including, without limitation, any assignable warranties of the manufacturers of such Part or of any Person that has overhauled or maintained such Part; provided that the Consignee shall not make or purport to make on behalf of the Consignor any such representation or warranty.

Appointment and Acceptance of Agency. (a) Subject to the terms and conditions hereof, the Consignor each Seller hereby appoints the Consignee KIAC as its agent for during the Term Consignment Period and grants Consignee KIAC the exclusive right during the Consignment Period to market the Parts market, through sale, lease and exchange transactions in accordance with the terms and conditions hereof, the Consigned Inventory owned by such Seller. The Consignee KIAC hereby accepts the above such appointment and agrees to market the Parts Consigned Inventory for Sellers through sale, lease and exchange transactions for the Consignor transactions. Except as otherwise set forth in accordance with the Agreed Upon Standard. In this regard, the Consignee will acknowledge receipt of the Verified Parts upon completion of the physical inventory contemplated in SECTION 2(c) below. The Consignee agrees to hold the Parts subject to the terms and conditions of this Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the Consignee KIAC acknowledges and agrees that the Consignee KIAC shall not sell, exchange, lease or exchange or otherwise transfer any Parts Consigned Inventory to the Consignee KIAC or any Subsidiary of the Consignee KIAC without the prior written consent of the Consignorapplicable Seller, which consent will shall not be unreasonably withheld or delayed. (cb) Consignee Sales, leases and Consignor exchanges of Consigned Inventory by KIAC shall jointly within sixty (60) days after the Effective Date complete an inventory of the Verified Parts to verify the physical existence of the Verified Parts. Additionally, Consignee and Consignor during such period shall jointly establish a "Sample Price" for the sale of Verified Parts in accordance with SECTION 4(a). Consignee and Consignor agree to provide adequate and knowledgeable personnel to complete such inventory within the time frame established. Until such time as any Verified Part is inventoried and a Sample Price established for such Verified Part, Consignee may sell such Verified Part based on Consignee's reasonable determination of then current fair market value. Consignee will be responsible for any Event of Loss of the Confirmed Inventory, PROVIDED, HOWEVER, that Consignee shall not be responsible for losses to the Non-Verified Parts included in the Confirmed Inventory until the aggregate Loss Value of such losses exceeds the Shrinkage Amount. (d) Additionally, sales of Parts by the Consignee will be on an individual item or lot basis and on such terms and conditions and conditions, at such prices and to such purchasers, lessees and exchange recipients as the Consignee in good fait▇ ▇▇▇▇▇ ▇▇▇ropriate based on the Consignee's reasonable determination of then current fair market value of the PartsKIAC deems appropriate; PROVIDEDprovided, THATthat if, for any calendar quarter, if (i) the ratio of the aggregate Gross Sales Price for all Verified Parts Consigned Inventory sold by Consignee KIAC during such calendar quarter to the Book Value of such Consigned Inventory sold by KIAC during such calendar quarter is less than 9050% (excluding sales of Consigned Inventory sold as scrap pursuant to Section 6.2 hereof) or (ii) the aggregate Gross Sales Price for all Consigned Inventory sold by KIAC during such calendar quarter is not at least 75% of the aggregate applicable Sample Prices for Fair Market Value of such Verified PartsConsigned Inventory (excluding sales of Consigned Inventory sold as scrap pursuant to Section 6.2 hereof), then Consignor Sellers shall have the right, exercisable by written notice to ConsigneeKIAC, to require Consignee KIAC to receive the prior consent of Consignor the applicable Seller or Agent to sell any Verified Part for less than 90% Consigned Inventory reasonably likely to generate an aggregate Gross Sales Price in excess of the then applicable Sample Price ("Sale Consent")$25,000. In the event Consignee that KIAC seeks the such consent of Consignor (which consent shall not be unreasonably withheld or delayed), it shall request the consent of Consignor the applicable Seller or Agent on any Business Day by speakingspeaking by telephone or in person with an authorized representative of such Seller or Agent, and promptly thereafter confirming such request by e-mail. In the event that none of the foregoing representatives of Sellers or Agent shall respond to such request for consent within 24 hours after such e-mail is sent, such request for consent shall be deemed granted. In the event that either of the Persons named above (or any other designee referred to above) shall verbally respond to KIAC's request to consent within the 24-hour period referred to above, such Person or designee shall promptly thereafter send an e-mail confirmation of his or her response to the employee of KIAC to whom the verbal response was given at the email address provided by such employee. The obligation of KIAC to obtain such consent of Sellers or Agent with respect to the sale of Consigned Inventory under this Section 6.1(b) hereof shall terminate automatically upon the results of a succeeding calendar quarter reflecting (i) a ratio of aggregate Gross Sales Price to the Book Value for Consigned Verified Parts sold in such calendar quarter greater than or equal to 50% (excluding sales of Consigned Inventory sold as scrap pursuant to Section 6.2 hereof), or (ii) aggregate Gross Sales Price for Consigned Inventory sold by KIAC during such calendar quarter is greater than or equal to 75% of Fair Market Value of such Consigned Inventory (excluding sales of Consigned Inventory sold as scrap pursuant to Section 6.2 hereof). Upon written notice from Sellers, the obligation of KIAC to obtain such consent may be reinstated upon the results of a subsequent calendar quarter reflecting that the aggregate Gross Sales Price does not meet either of the thresholds set forth in the first sentence of this Section 6.1(b) hereof. (c) It is the intent of KIAC to sell each Part in "as-is", "where-is" condition without any representations or warranties, express or implied, except (i) a warranty of good title and (ii) such representations and warranties as KIAC may customarily provide in respect of any repair, maintenance, overhaul, modification, refurbishment or other work (including, without limitation, any assignable warranties of the manufacturers of such Part or of any Person that has overhauled or maintained such Part; provided, that KIAC shall not make or purport to make on behalf of any Seller, Agent or the Liquidating Trust any such representation or warranty. (d) Notwithstanding any appraisal performed in connection with the calculations contemplated by Section 6.1(b) hereof, at any time and from time to time during the Consignment Period, KIAC shall have the right, at its sole expense, to cause an appraisal of the Consigned Verified Parts to be performed by a third party appraiser selected by KIAC in its sole discretion, but the results of any appraisal by such third party appraiser shall not be binding upon Sellers, Agent or the Liquidating Trust.

Appointment and Acceptance of Agency. (a) Subject to the terms and conditions hereof, the Consignor hereby appoints the Consignee as its agent for during the Term Consignment Period and grants Consignee the exclusive right during the Consignment Period to market the Parts market, through sale, lease sale and exchange transactions transactions, in accordance with the terms and conditions hereof, the Consigned Inventory. The Consignee hereby accepts the above such appointment and agrees to market the Parts Consigned Inventory for Consignor through sale, lease sale and exchange transactions for the Consignor transactions. Except as otherwise set forth in accordance with the Agreed Upon Standard. In this regard, the Consignee will acknowledge receipt of the Verified Parts upon completion of the physical inventory contemplated in SECTION 2(c) below. The Consignee agrees to hold the Parts subject to the terms and conditions of this Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the Consignee acknowledges and agrees that the Consignee shall not sell, exchange, lease sell or exchange or otherwise transfer any Parts Consigned Inventory to the Consignee or any Subsidiary of the Consignee without the prior written consent of the Consignor, which consent will shall not be unreasonably withheld or delayed. (b) Sales and exchanges of Consigned Inventory by Consignee shall be on an individual item or lot basis and on such terms and conditions, at such prices and to such purchasers and exchange recipients as Consignee deems appropriate; provided, that if, for any calendar month, the aggregate Gross Sales Price for all Consigned Verified Parts sold by Consignee during such month is less than 90% of the aggregate applicable Sample Prices for such Consigned Verified Parts (excluding sales of Consigned Inventory sold as scrap pursuant to Section 2.2 hereof), then Consignor shall have the right, exercisable by written notice to Consignee, to require Consignee to receive the prior consent of Consignor and Agent to sell any Consigned Verified Part reasonably likely to generate an aggregate Gross Sales Price in excess of $150,000 for less than 90% of the then applicable Sample Price ("Sale Consent"). In the event Consignee seeks Sale Consent (which consent shall not be unreasonably withheld or delayed), it shall request Sale Consent on any Business Day by speaking by telephone at the applicable telephone numbers set forth in Schedule 2.1(b) or in person with an authorized representative of Consignor or Agent and promptly thereafter confirming such request by e-mail at the applicable e-mail address set forth on Schedule 2.1(b) hereto. In the event that none of the foregoing representatives of Consignor responds to such request within twenty-four (24) hours after such e-mail is sent, such Sale Consent shall be deemed granted. In the event that either Person named above (or any other designee referred to above) shall verbally respond to any such request either approving or disapproving a proposed sale transaction within the 24-hour period referred to above, such Person or designee shall thereafter confirm its response by return e-mail to the sender of the e-mail request. The obligation of Consignee to obtain Sale Consent with respect to the sale of Consigned Verified Parts shall terminate automatically upon the results of a succeeding calendar month reflecting an aggregate Gross Sales Price for Consigned Verified Parts sold in such month greater than or equal to 90% of the aggregate Sample Prices for such Consigned Verified Parts (excluding sales of Consigned Inventory sold as scrap pursuant to Section 2.2 hereof). Upon written notice from Consignor, the obligation of Consignee to obtain Sale Consent may be reinstated upon the results of a subsequent calendar month reflecting that the aggregate Gross Sales Price does not meet the threshold set forth in the first sentence of this Section 2.1(b) hereof. (c) It is the intent of Consignee to sell each Part in "as-is", "where-is" condition without any representations or warranties, express or implied, except (i) a warranty of good title and (ii) such representations and warranties as Consignee may customarily provide in respect of any repair, maintenance, overhaul, modification, refurbishment or other work (including, without limitation, any assignable warranties of the manufacturers of such Part or of any Person that has overhauled or maintained such Part); provided, that Consignee shall not make or purport to make on behalf of Consignor or Agent any such representation or warranty. (d) Consignor shall jointly within sixty (60) days after the Effective Date complete an inventory of the Consigned Verified Parts in accordance with Section 7.1(e) to verify the physical existence of the Consigned Verified Parts. Additionally, Consignee and Consignor during such period shall shall, within five weeks of the Effective Date, jointly establish a "Sample Price," which Sample Price shall be equal to the Fair Market Value thereof as so agreed by Consignee and Consignor, and reviewed periodically and jointly adjusted accordingly, for the sale of Consigned Verified Parts in accordance with SECTION 4(a)Parts. Consignee and Consignor agree to provide adequate and knowledgeable personnel to complete such inventory within the time frame established. Until such time as any Consigned Verified Part is inventoried and a Sample Price established for such Consigned Verified Part, Consignee may sell such Consigned Verified Part based on Consignee's reasonable determination of then current fair market value. Consignee will be responsible for any Event of Loss of the Confirmed Inventory, PROVIDED, HOWEVER, that Consignee shall not be responsible for losses to the Non-Verified Parts included in the Confirmed Inventory until the aggregate Loss Value of such losses exceeds the Shrinkage Amount. (d) Additionally, sales of Parts by the Consignee will be on an individual item or lot basis and on such terms and conditions and at such prices as the Consignee in good fait▇ ▇▇▇▇▇ ▇▇▇ropriate based on the Consignee's reasonable determination of then current fair market value of the Parts; PROVIDED, THAT, for any calendar quarter, if the aggregate Gross Sales Price for all Verified Parts sold by Consignee during such quarter is less than 90% of the aggregate applicable Old Sample Prices for such Verified Parts, then Consignor shall have the right, exercisable by written notice to Consignee, to require Consignee to receive the prior consent of Consignor to sell any Verified Part for less than 90% of the then applicable Sample Price ("Sale Consent"). In the event Consignee seeks the consent of Consignor (which consent shall not be unreasonably withheld or delayed), it shall request the consent of Consignor on any Business Day by speakingPrice.