EFTA01365488.pdf

(g) Notwithstanding the restrictions of Section 12.1(a), if the Aggregate Principal Balance of the Collateral Obligations is less than $10 million, the Investment Manager may direct the Trustee, at the expense of the Issuer, to sell (and the Trustee shall sell in the manner specified) the Collateral Obligations without regard to such restrictions. (h) After the Reinvestment Period (without regard to whether an Event of Default has occurred) and subject to Section 6.1(cXiv): (i) Notwithstanding the restrictions of Section 12.1(a), at the direction of the Investment Manager, the Trustee, at the expense of the Issuer, will conduct an auction of Unsaleable Assets in accordance with the procedures described in clause (ii). (ii) Promptly after receipt of such direction, the Trustee will provide notice (in such form as is prepared by the Investment 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 Unsaleable Asset and the following auction procedures: (A) Any Holder may submit a written bid to purchase one or more Unsaleable Assets no later than the date specified in the auction notice (which shall be at least 15 Business Days after the date of such notice). (B) 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. (C) If no Holder submits such a bid, unless delivery in kind is not legally or commercially practicable and subject to any transfer restrictions (including minimum denominations), the Trustee will provide notice thereof to each Holder and offer to deliver (at no cost) a pro rata portion of each unsold Unsaleable Asset to the Holders of the Highest Ranking Class that provide delivery instructions to the Trustee on or before the date specified in such notice. To the extent that minimum denominations do not permit a pro rata distribution, the Trustee will distribute the Unsaleable Assets on a pro rata basis to the extent possible and the Trustee will select by lottery the Holder to whom the remaining amount will be delivered. The Trustee shall use commercially reasonable efforts to effect delivery of such interests. (D) If no such Holder provides delivery instructions to the Trustee, the Trustee will promptly notify the Investment Manager and offer to deliver (at no cost) the Unsaleable Asset to the Investment Manager. If the Investment Manager declines such offer, the Trustee will take such action as directed by the Investment Manager (on behalf of the Issuer) to dispose of the Unsaleable Asset, which may be by donation to a charity, abandonment or other means. (i) If an Event ofDefault shall have occurred and be continuing, the Investment Manager may, on behalf of the Issuer, direct the Trustee in writing to sell, and the Trustee shall sell in the manner directed by the Investment Manager (on behalf of the Issuer), any Credit Risk Obligations with respect to which at least one Credit Risk Criteria applies, Defaulted 162 LNG IM CLO 2011-1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056242 CONFIDENTIAL SDNY GM_00202426 EFTA01365488