Unsalable Assets. Notwithstanding the other requirements set forth in this Indenture, on any Business Day after the Reinvestment Period, the Collateral Manager, in its sole discretion, may either (a) conduct an auction on behalf of the Issuer of Unsalable Assets in accordance with the procedures described in this Section 12.2(f) or (b) if the Collateral Manager certifies to the Trustee that, in its commercially reasonable judgment, an auction of such Unsalable Assets pursuant to clause (a) above would, on a net basis taking into account proceeds from the auction, significantly increase costs to the Issuer, receive, or deliver, respectively such Unsalable Assets to the Collateral Manager or any fund or account managed by the Collateral Manager or any of its affiliates at its Market Value (excluding clause (iv) of the definition thereof). Promptly after receipt of written notice from the Collateral Manager of such auction as described in clause (a) of the immediately preceding sentence, the Trustee will forward a notice in the Issuer’s name (in such form as is prepared by the Collateral Manager) to the Holders (and, for so long as any Notes rated by S&P are Outstanding, S&P) of an auction, setting forth in reasonable detail a description of each Unsalable Asset and the following auction procedures: (i) any Holder or beneficial owner of Notes may submit a written bid to purchase for Cash one or more Unsalable Assets no later than the date specified in the auction notice (which will be at least 15 Business Days after the date of such notice); (ii) each bid must include an offer to purchase for a specified amount of cash on a proposed settlement date no later than 20 Business Days after the date of the auction notice; (iii) if no Holder or beneficial owner of Notes submits such a bid within the time period specified under clause (i) above, unless the Collateral Manager determines that delivery in-kind is not legally or commercially practicable and provides written notice thereof to the Trustee, the Trustee will provide notice thereof to each Holder and offer to deliver (at such Holder’s expense) a pro rata portion (as determined by the Collateral Manager) of each unsold Unsalable Asset to the Holders or beneficial owners of the most senior Class that provide delivery instructions to the Trustee on or before the date specified in such notice, subject to minimum denominations; provided that, to the extent that minimum denominations do not permit a pro rata distribution, the Truste...
Unsalable Assets. (i) Notwithstanding the restrictions of this Section 12.1 (Sales of Collateral Obligations) or Section 12.3
