The Collateral Management Agreement provides that the Collateral Manager shall not direct the Trustee to purchase or sell directly any Collateral Obligation or Eligible Investment from or to the (x) Collateral Manager or a person affiliated with the Collateral Manager ("Collateral Manager Parties") or (y) any fund, account or portfolio for which the Collateral Manager or any of its Affiliates acts as investment advisor (collectively, "Related Accounts") unless it is in accordance with the terms of the Collateral Management Agreement and applicable laws and the terms are no less favorable to the Issuer than would be the case in a transaction between third parties unaffiliated with each other, provided that in addition to the foregoing, after the Closing Date the Collateral Manager shall not direct the Issuer to acquire an obligation to be included in the Collateral from a Collateral Manager Party (whether as principal or as a broker) or to sell an obligation to a Collateral Manager Party (whether as principal or as a broker) unless (i) the Collateral Manager (A) provides the Issuer with certain information. (B) receives approval of the Issuer's board of directors for such transaction and (C) complies with its procedures for such sale or acquisition and (ii) the Collateral Manager determines in good faith, considered solely from the viewpoint of Holders of Notes (without consideration of the merits to or participation by the Collateral Manager or any Affiliate of the Collateral Manager) that (A) such Collateral Obligation or Eligible Investment is an appropriate investment for the Issuer, (B) the transactions are exempt from the prohibited transaction rules of ERISA and the Code. (C) the transaction is for no additional consideration other than payment in respect of the asset. (D) no brokerage commission, fee (except for customary transfer fees) or other remuneration is paid in connection with the transaction and (E) such transactions are permissible