Common use of Conditions Applicable to all Transactions Involving Sales Clause in Contracts

Conditions Applicable to all Transactions Involving Sales. (a) Any transaction effected under this Section 12 or under Section 10.2 shall be conducted on an arm’s length basis for fair market value as determined at the time the Issuer first enters a binding commitment to dispose of such Collateral Debt Security and in accordance with the requirements of the Collateral Management Agreement, and, if effected with the Collateral Manager, the Issuer, the Trustee or any Affiliate of any of the foregoing, shall be effected in a secondary market transaction on terms at least as favorable to the Noteholders as would be the case if such Person were not so Affiliated. Unless the Collateral Manager determines in its reasonable judgment that sales of such Collateral Debt Securities or Eligible Investments are appropriate, the Collateral Manager may refrain from directing the sale hereunder of securities of (i) Persons of which the Collateral Manager, its Affiliates or any of its or its Affiliates’ officers, directors or employees are directors or officers; (ii) Persons for which the Collateral Manager or any of its Affiliates act as financial advisor or underwriter; or (iii) Persons about which the Collateral Manager or any of its Affiliates have information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities in accordance with applicable law. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Indenture, all of the Issuer’s right, title and interest to the Pledged Securities shall be Granted to the Trustee pursuant to this Indenture, such Pledged Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Securities. The Trustee shall also receive, and the Issuer agrees to deliver, or to cause to be delivered, not later than the Ramp-Up Completion Date, (i) an Officer’s certificate of the Collateral Manager certifying that, as of the Ramp-Up Completion Date, the Grant of each Collateral Debt Security acquired after the Closing Date and prior to the Ramp-Up Completion Date complies with the applicable conditions of and is permitted by this Indenture (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance) and (ii) an Officer’s certificate of the Issuer containing the statements set forth in Section 3.2(b). (c) Notwithstanding anything in this Indenture to the contrary, in no event may the Issuer acquire or hold any security or obligation that would subject the Issuer to net income tax in any jurisdiction. The foregoing shall not, however, preclude the Issuer from holding Equity Securities pending their sale in accordance with Section 12.1(b)(i) and (ii).

Conditions Applicable to all Transactions Involving Sales. (a) Any transaction effected under this Section 12 or under Section 10.2 shall be conducted on an arm’s length basis for fair market value as determined at the time the Issuer first enters a binding commitment to dispose of such Collateral Debt Security and in accordance with the requirements of the Collateral Management Agreement, and, if effected with the Collateral Manager, the Issuer, the Trustee or any Affiliate of any of the foregoing, shall be effected in a secondary market transaction on terms at least as favorable to the Noteholders as would be the case if such Person were not so Affiliated. Unless the Collateral Manager determines in its reasonable judgment that sales of such Collateral Debt Securities or Eligible Investments are appropriate, the Collateral Manager may refrain from directing the sale hereunder of securities of (i) Persons of which the Collateral Manager, its Affiliates or any of its or its Affiliates’ officers, directors or employees are directors or officers; (ii) Persons for which the Collateral Manager or any of its Affiliates act as financial advisor or underwriter; or (iii) Persons about which the Collateral Manager or any of its Affiliates have information which the Collateral Manager deems confidential or non-public or otherwise might prohibit it from trading such securities in accordance with applicable law. The Trustee shall have no responsibility to oversee compliance with this clause by the other parties. (b) Upon any Grant pursuant to this Indenture, all of the Issuer’s right, title and interest to the Pledged Securities shall be Granted to the Trustee pursuant to this Indenture, such Pledged Securities shall be registered in the name of the Trustee, and, if applicable, the Trustee shall receive such Pledged Securities. The Trustee shall also receive, and the Issuer agrees to deliver, or to cause to be delivered, not later than the Ramp-Up Completion Date, (i) an Officer’s certificate of the Collateral Manager certifying that, as of the Ramp-Up Completion Date, the Grant of each Collateral Debt Security acquired after the Closing Date and prior to the Ramp-Up Completion Date complies with the applicable conditions of and is permitted by this Indenture (and setting forth, to the extent appropriate, calculations in reasonable detail necessary to determine such compliance) and (ii) an Officer’s certificate of the Issuer containing the statements set forth in Section 3.2(b). (c) Notwithstanding anything in this Indenture to the contrary, in no event may the Issuer acquire or hold any security or obligation that would subject the Issuer to net income tax in any jurisdiction. The foregoing shall not, however, preclude the Issuer from holding Equity Securities pending their sale in accordance with Section 12.1(b)(i12.1(b)(ii) and (iiiii).