Common use of Sale of Interests Clause in Contracts

Sale of Interests. You agree to serve as the distributor of Interests in accordance with the terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, dealers and other financial institutions which enter into selling agreements with you ("Selling Agents"). In connection with the offering of Interests, you further agree that: (a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Interests. (b) You will not make offers or sales of Interests except in the manner set forth in the Prospectus. We have established procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokers, dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus. (c) You will furnish to prospective investors only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR"). For purposes of the offering of Interests, the Fund will furnish to you copies of the Prospectus (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") which shall be furnished by you to prospective investors as required by applicable law and regulations. Additional copies of these materials will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus or on such other basis as may be determined by the Fund.

Sale of Interests. You agree to serve as the general distributor of Interests in accordance with the -------------------------- terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, -dealers and other financial institutions which enter into selling agreements with you ("Selling Agents")you. In connection with the offering of Interests, you further agree that: (a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Interests. (b) You will not make offers or sales of Interests except in the manner set forth in the ProspectusFund's Registration Statement. We have established procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokers, broker-dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus. (c) You will furnish to prospective investors only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus and/or SAI or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR")regulations. For purposes of the offering of Interests, the Fund will furnish to you at your expense copies of the Prospectus (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") SAI which shall be furnished by you to prospective investors as required by applicable law and regulations. Additional copies of these materials the Prospectus and the SAI will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus and/or SAI or on such other basis as may be determined by the Fund.

Sale of Interests. You agree to serve as the general distributor of Interests in accordance with the -------------------------- terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, -dealers and other financial institutions which enter into selling agreements with you ("Selling Agents")you. In connection with the offering of Interests, you further agree that: (a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Interests. (b) You will not make offers or sales of Interests except in the manner set forth in the ProspectusFund's Registration Statement. We have established procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokers, broker-dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus. (c) You will furnish to prospective investors only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus and/or SAI or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR")regulations. For purposes of the offering of Interests, the Fund will furnish to you [at your expense] copies of the Prospectus (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") SAI which shall be furnished by you to prospective investors as required by applicable law and regulations. Additional copies of these materials the Prospectus and the SAI will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus and/or SAI or on such other basis as may be determined by the Fund.

Sale of Interests. You agree to serve as the distributor of Interests in accordance with the terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, dealers and other financial institutions which enter into selling agreements with you ("Selling Agents"). In connection with the offering of Interests, you further agree that: (a) You will use your best efforts Notwithstanding any provisions of this Agreement to sell Intereststhe contrary, provided, however, that when requested by the Fund at any time because after the completion of market or other economic considerations or abnormal circumstances the construction of any kindthe New Factory, or when agreed to by mutual consent between you and Brooke (Overseas) shall have the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake right to sell all of its Interests in the Borrower without the consent of the Lender or Apollo, provided that (x) the cash price payable in one lump sum at the closing of the sale of all the Interests in the Borrower shall be no less than $175,000,000; and (y) the Interests of Brooke (Overseas) are sold to one or more purchasers through an auction process conducted by an internationally recognized investment bank or real estate brokerage firm. In the event Brooke (Overseas) elects to exercise such right to sell all of its Interests in the Company, it shall send to the Lender and Apollo a written notice of such election at least sixty (60) days prior to the closing of such sale, and the Lender shall have the right (exercisable by Apollo without the consent of any specific number other member of the Lender) and, at the request of Brooke (Overseas), the Lender shall be obligated, to sell all of the Lender's Rights (as hereinafter defined) within sixty (60) days of receipt of such notice to the same purchaser or amount group of Interestspurchasers as Brooke (Overseas) on the same terms and conditions as Brooke (Overseas). (b) You will not make offers In the event Apollo has terminated the Joint Venture-I Agreement in accordance with Section 14.2(c) thereof, then Apollo shall have the right to require the sale, without the consent of the Borrower or sales Brooke (Overseas), of all of the Interests except in the manner set forth in Borrower and all the Prospectus. We have established procedures Lender's Rights, provided that are (x) the sale shall be on commercially reasonable terms; and (y) prior to be followed in connection entering into a definitive agreement with the offer and sale of Interests and you agree not respect to make offers or sales of any Interests and agree to require all brokers, dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with sale, the grounds for such procedures. In this regard, you agree that: (itermination by Apollo under such Section 14.2(c) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund Joint Venture-I Agreement shall advise you. (ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests not have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectuseliminated. (c) You will furnish Subject to prospective investors only such information concerning Schedule 2.1 and to the Fund and prior repayment in full of the offering of Interests as may be contained Russian Bank Loan, in the current Prospectus or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR"). For purposes event of the offering of Interests, the Fund will furnish to you copies of the Prospectus sale (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") which shall be furnished by you to prospective investors other cash distribution as required by applicable law and regulations. Additional copies of these materials will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus or on such other basis as may be determined by the Fund.a

Sale of Interests. You agree to serve as the distributor of Interests in accordance with the terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, dealers and other financial institutions which enter into selling agreements with you ("Selling Agents"). In connection with the offering of Interests, you further agree that: (a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Interests. (b) You shall offer for sale, or sell, Interests: i) at net asset value as determined by the Fund and in accordance with the Prospectus relating to the sale of Interests, except as any departure from such prices shall be permitted by the rules and regulations of the Commission, plus ii) such applicable sales load as set forth in the Fund's then current Prospectus, but which sales load shall be reduced or eliminated under certain circumstances or with respect to certain types of investors, in each case, on the basis set forth in the then current Prospectus. (c) You will not make offers or sales of Interests except in the manner set forth in the Prospectus. We have established procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokers, dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus. (cd) You will furnish to prospective investors only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR"). For purposes of the offering of Interests, the Fund will furnish to you copies of the Prospectus (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") which shall be furnished by you to prospective investors as required by applicable law and regulations. Additional copies of these materials will be furnished in such numbers as you may reasonably request for purposes of the offering. (de) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus or on such other basis as may be determined by the Fund.

Sale of Interests. You agree to serve as the distributor of Interests in accordance with the terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, dealers and other financial institutions which enter into selling agreements with you ("Selling Agents")you. In connection with the offering of Interests, you further agree that: (a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Interests. (b) You will not make offers or sales of Interests except in the manner set forth in the Prospectus. We have established procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokersbroker, dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus. (c) You will furnish to prospective investors only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR"). For purposes of the offering of Interests, the Fund will furnish to you [at your expense] copies of the Prospectus (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") which shall be furnished by you to prospective investors as required by applicable law and regulations. Additional copies of these materials will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The closing of the initial offering of Interests will occur on such date as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus or on such other basis as may be determined by the Fund.

Sale of Interests. You agree (a) Subject to serve the terms and conditions set forth herein, the Fund hereby appoints you as the distributor of Interests in accordance connection with the terms sale of this AgreementInterests. Subject to the performance in all material respects by the Fund of its obligations hereunder, and to offer Interests to investors as agent the completeness and accuracy in all material respects of all of the representations and warranties of the Fund either directly or through broker, dealers and other financial institutions which enter into selling agreements with you ("Selling Agents"). In connection with the offering of Interestscontained herein, you further hereby agree that: (a) You will on the terms and conditions herein set forth to use your best efforts to sell Interests, provided, however, that when requested by solicit orders for the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount sale of Interests. (b) You will not make The offers or and sales of Interests except are to be effected in the manner set forth in the ProspectusFund's Registration Statement on Form N-2, as from time to time in effect, filed under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended (the "1940 Act"). We have established the following additional procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokers, dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that: (i) No sale of Interests to any one investor will be for less than the minimum amount denominations as may be specified in the Prospectus or as the Fund shall advise you. (ii) No offer or sale of Interests will any Interest shall be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where such Interests have not been registered or qualified for offer and sale under applicable state securities laws unless such Interests are exempt from the registration or qualification requirements of such laws. (iii) Sales of Interests will be made only to persons who are "qualified clients," clients as that term is defined by under Rule 205-3 under of the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus. (c) For purposes of the offering of Interests, the Fund has furnished to you copies of the Prospectus which shall be furnished to prospective investors. Additional copies will be furnished in such numbers as you may reasonably request for purposes of the offering. You will are authorized to furnish to prospective investors purchasers only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus or any written supplements thereto, and such other materials as you have prepared and which comply with applicable laws and regulations and with applicable rules and interpretations of National Association of Securities Dealers Regulation, Inc. ("NASDR"). For purposes of the offering of Interests, the Fund will furnish to you copies of the Prospectus (or prior to the effective date of the Fund's registration under the 1933 Act, copies of the preliminary prospectus) and copies of the Fund's Statement of Additional Information ("SAI") which shall be furnished by you to prospective investors as required by applicable law and regulations. Additional copies of these materials will be furnished in such numbers as you may reasonably request for purposes of the offering. (d) The initial closing of for the initial offering sale of Interests will occur on shall be at such date time as we shall agree and any subsequent offers and sales shall be in accordance with such procedures and at such times as we shall agree. Thereafter, Interests shall be offered and made available for purchase on a monthly basis as described in the current Prospectus or on such other basis as may be determined by the Fund.