Common use of Certification by Collateral Manager Clause in Contracts

Certification by Collateral Manager. Not later than the Cutoff Date for any Collateral Obligation purchased in accordance with this Section 12.2, the Collateral Manager shall deliver by e-mail or other electronic transmission to the Trustee and the Collateral Administrator an Officer’s certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2 and Section 12.3 (which certification shall be deemed to be provided upon delivery of an Issuer Order or trade confirmation in respect of such purchase). The Investment Criteria will not be required to be satisfied in connection with any commitment to purchase a Collateral Obligation which purchase is scheduled to settle following the Redemption Date in connection with a Refinancing of the Secured Notes in whole with respect to which notice of redemption has been given as set forth in Section 9.4 (and will instead be required to comply with the terms of this Indenture as amended in connection with such Refinancing). Notwithstanding anything herein to the contrary, the Collateral Manager may instruct the Trustee to exchange (i) a Credit Risk Obligation for any other Credit Risk Obligations and any related Equity Securities (if any) (provided that (x) any Credit Risk Obligation to be received by the Issuer in such exchange shall not have a stated maturity later than the stated maturity of the Credit Risk Obligation to be exchanged and (y) after giving effect to such exchange, the Borrowing Base Condition shall be satisfied), (ii) a Defaulted Obligation for any other Defaulted Obligations (provided that the Level 1 Portfolio Test is satisfied), any Credit Risk Obligations and/or any Equity Securities or (iii) an Equity Security for any other Equity Securities (provided that the Level 1 Portfolio Test is satisfied), any Credit Risk Obligations and/or any Defaulted Obligations; provided, however, in each case, that no debt obligation received in any such exchange shall be treated as a Collateral Obligation hereunder unless it satisfies the definition of “Collateral Obligation”.

Certification by Collateral Manager. Not later than the Cutoff Cut-Off Date for any Collateral Obligation purchased in accordance with this Section 12.2, the Collateral Manager shall deliver by e-mail or other electronic transmission to the Trustee and the Collateral Administrator an Officer’s certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2 and Section 12.3 (which certification shall be deemed to be provided upon delivery of an Issuer Order or trade confirmation in respect of such purchase). The Investment Criteria will not be required to be satisfied in connection with any commitment to purchase a Collateral Obligation which purchase is scheduled to settle following the Redemption Date in connection with a Refinancing of the Secured Notes in whole with respect to which notice of redemption has been given as set forth in Section 9.4 (and will instead be required to comply with the terms of this Indenture as amended in connection with such Refinancing). Notwithstanding anything herein to the contrary, the Collateral Manager may instruct the Trustee to exchange (i) a Credit Risk Obligation for any other Credit Risk Obligations and any related Equity Securities (if any) (provided that (x) any Credit Risk Obligation to be received by the Issuer in such exchange (1) shall not have a stated maturity later than the stated maturity of the Credit Risk Obligation to be exchanged and (2) shall not have a lower S&P Rating than the S&P Rating of the Credit Risk Obligation to be exchanged, (y) after giving effect to such exchange the Overcollateralization Ratio Test with respect to the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be satisfied and (z) such exchange may only occur if, in the Collateral Manager’s reasonable business judgment, at the time of such exchange, any Credit Risk Obligation to be received by the Borrowing Base Condition shall Issuer has a better likelihood of recovery than the Credit Risk Obligation to be satisfiedexchanged), (ii) a Defaulted Obligation for any other Defaulted Obligations (provided that the Level 1 Portfolio Test is satisfied)Obligations, any Credit Risk Obligations and/or any Equity Securities (provided that, in the case of an exchange of a Defaulted Obligation for Equity Securities, after giving effect to such exchange the Collateral Principal Amount is greater than the Reinvestment Target Par Balance) or (iii) an Equity Security for any other Equity Securities (provided that the Level 1 Portfolio Test is satisfied)Securities, any Credit Risk Obligations and/or any Defaulted Obligations; provided, however, in each case, that no at any time for any other debt obligation received in any regardless of whether such exchange shall be treated as a Collateral Obligation hereunder unless it debt obligation satisfies the definition of “Collateral Obligation”” (which debt obligation, for the avoidance of doubt, will be treated as a Collateral Obligation); provided, further that the Issuer may only acquire Equity Securities that, in the commercially reasonable judgment of the Collateral Manager (not to be called into question as a result of subsequent events), would be considered “received in lieu of debts previously contracted” under the Vxxxxxx Rule.

Certification by Collateral Manager. Not later than the Cutoff Date for any Collateral Obligation purchased in accordance with this Section 12.2, the Collateral Manager shall deliver by e-mail or other electronic transmission to the Trustee and the Collateral Administrator an Officer’s certificate of the Collateral Manager certifying that such purchase complies with this Section 12.2 and Section 12.3 (which certification shall be deemed to be provided upon delivery of an Issuer Order or trade confirmation ticket in respect of such purchase). The Investment Criteria will not be required to be satisfied in connection with any commitment to purchase a Collateral Obligation which purchase is scheduled to settle following the Redemption Date in connection with a Refinancing of the Secured Notes in whole with respect to which notice of redemption has been given as set forth in Section 9.4 9.3 (and will instead be required to comply with the terms of this Indenture as amended in connection with such Refinancing). Notwithstanding anything herein to the contrary, the Collateral Manager may instruct the Trustee to exchange (i) a Credit Risk Obligation for any other Credit Risk Obligations and any related Equity Securities (if any) (provided that (x) any Credit Risk Obligation to be received by the Issuer in such exchange shall not have a stated maturity later than the stated maturity of the Credit Risk Obligation to be exchanged and (y) after giving effect to such exchange, the Borrowing Base Condition shall be satisfied), (ii) a Defaulted Obligation for any other Defaulted Obligations (provided that the Level 1 Portfolio Test is satisfied), any Permitted Collateral Obligations, any Credit Risk Obligations and/or any Equity Securities or (iii) an Equity Security for any other Equity Securities (provided that the Level 1 Portfolio Test is satisfied), any Permitted Collateral Obligations, any Credit Risk Obligations and/or any Defaulted Obligations; provided, however, in each case, that no debt obligation received in any such exchange shall be treated as a Collateral Obligation hereunder unless it satisfies the definition of “Collateral Obligation”.