Common use of Method of Sale Clause in Contracts

Method of Sale. (a) The Fund shall notify the Dealer, at least two (2) Business Days in advance (unless the Dealer consents to a shorter notice period), as to the aggregate amount of Notes the Fund desires to sell through the Dealer, and will consult and coordinate with the Dealer in selecting the face amount, maturity, yield and other terms of the particular Notes that will be offered; provided, however, that such notification and consultation will not obligate the Fund to offer or sell, nor the Dealer to accept or purchase, any Notes. The terms of each particular offering of Notes by the Dealer shall be agreed to by the Dealer and the Fund and will be memorialized by telegraphic, telexed, telecopied, or other written communication (each, a “Terms Agreement”) between the Dealer and the Fund, each substantially in the form of Exhibit A hereto. The Dealer will use its best efforts to sell the Notes that the Fund decides to offer and the Dealer agrees to sell such Notes in accordance with the terms of each Terms Agreement. (b) Each closing pursuant to this Agreement (each, a “Closing”) shall be held on the closing date set forth in the applicable Terms Agreement (each, a “Closing Date”). Prior to 2:30 p.m. on the Business Day immediately preceding a Closing Date, the Dealer shall notify the Fund and the Agent of the following: (i) the number and aggregate amount of Notes to be sold on such Closing Date, and (ii) the names of the purchasers of the Notes. On the Closing Date, the Fund will cause the duly executed Notes to be delivered by the Agent to the Dealer in exchange for which the Dealer shall deliver by wire transfer or other immediately available funds the aggregate proceeds of the Notes sold on such Closing Date, net of the fees payable to the Dealer in accordance with the terms of the particular Terms Agreement in place for such Closing. (c) In connection with those Notes to be held by the Dealer as nominee for the beneficial owners thereof, the record owner for purposes of the records to be maintained by the Agent shall be the Dealer. On each Closing Date the Fund shall deliver to the Dealer a master Note (each, a “Master Note”) in the form of Exhibit X-0, X-0, or A-3 to the Indenture, in the name of the Dealer, representing all of the Notes of the same series sold on such Closing Date to be held by the Dealer as nominee for the beneficial owners thereof. All payments of principal and interest on such Master Note will be made to the Dealer by the Agent, and the Dealer shall be responsible for crediting the appropriate payments of principal and interest to the respective beneficial owners’ accounts with the Dealer. (d) Unless otherwise notified by the Fund, the Dealer covenants and agrees that it will purchase or place on mutually agreeable terms, Notes only for resale to, or place with, individuals who have their principal residence, and to corporations and other entities who have their principal office and their principal place of business, within Puerto Rico. (e) To the extent the procedures set forth in the document entitled “Procedures for Placement of Debt Securities by Affiliated Persons” are applicable because the Dealer is an investment adviser of the Fund or an affiliate of such an investment adviser, the Dealer and the Fund agree to comply in all respects with such procedures as amended from time to time (a copy of such procedures in effect as of the date hereof is attached as Exhibit B hereto).

Method of Sale. (a) The Fund shall notify the Dealer, at least two (2) Business Days in advance (unless the Dealer consents to a shorter notice period), as to the aggregate amount of Notes the Fund desires to sell through the Dealer, and will consult and coordinate with the Dealer in selecting the face amount, maturity, yield and other terms of the particular Notes that will be offered; provided, however, that such notification and consultation will not obligate the Fund to offer or sell, nor the Dealer to accept or purchase, any Notes. The terms of each particular offering of Notes by the Dealer shall be agreed to by the Dealer and the Fund and will be memorialized by telegraphic, telexed, telecopied, or other written communication (each, a “Terms Agreement”) between the Dealer and the Fund, each substantially in the form of Exhibit A hereto. The Dealer will use its best efforts to sell the Notes that the Fund decides to offer and the Dealer agrees to sell such Notes in accordance with the terms of each Terms Agreement. (b) Each closing pursuant to this Agreement (each, a “Closing”) shall be held on the closing date set forth in the applicable Terms Agreement (each, a “Closing Date”). Prior to 2:30 p.m. on the Business Day immediately preceding a Closing Date, the Dealer shall notify the Fund and the Agent of the following: (i) the number and aggregate amount of Notes to be sold on such Closing Date, and (ii) the names of the purchasers of the Notes. On the Closing Date, the Fund will cause the duly executed Notes to be delivered by the Agent to the Dealer in exchange for which the Dealer shall deliver by wire transfer or other immediately available funds the aggregate proceeds of the Notes sold on such Closing Date, net of the fees payable to the Dealer in accordance with the terms of the particular Terms Agreement in place for such Closing. (c) In connection with those Notes to be held by the Dealer as nominee for the beneficial owners thereof, the record owner for purposes of the records to be maintained by the Agent shall be the Dealer. On each Closing Date the Fund shall deliver to the Dealer a master Note (each, a “Master Note”) in the form of Exhibit X-0A-1, X-0A-2, or A-3 to the Indenture, in the name of the Dealer, representing all of the Notes of the same series sold on such Closing Date to be held by the Dealer as nominee for the beneficial owners thereof. All payments of principal and interest on such Master Note will be made to the Dealer by the Agent, and the Dealer shall be responsible for crediting the appropriate payments of principal and interest to the respective beneficial owners’ accounts with the Dealer. (d) Unless otherwise notified by the Fund, the Dealer covenants and agrees that it will purchase or place on mutually agreeable terms, Notes only for resale to, or place with, individuals who have their principal residence, and to corporations and other entities who have their principal office and their principal place of business, within Puerto Rico. (e) To the extent the procedures set forth in the document entitled “Procedures for Placement of Debt Securities by Affiliated Persons” are applicable because the Dealer is an investment adviser of the Fund or an affiliate of such an investment adviser, the Dealer and the Fund agree to comply in all respects with such procedures as amended from time to time (a copy of such procedures in effect as of the date hereof is attached as Exhibit B hereto).