Common use of Discretionary Sales Clause in Contracts

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during the Reinvestment Period, the Portfolio Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be) and (ii) either: (A) the Portfolio Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days after such sale; or (B) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during the Reinvestment Period, the Portfolio The Collateral Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if if, (i1) after giving effect to such sale, the Aggregate Principal Investment Criteria Adjusted Balance of all Collateral Obligations sold as described in this Section 12.1(g12.1(f) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, Total Capitalization as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be) ); and (ii2) either: (Ai) solely during the Portfolio Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 30 days after such sale; or (Bii) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations Collateralization Amount (excluding the Collateral Obligation being sold sold, but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than or equal to the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during the Reinvestment Period, the Portfolio The Collateral Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time (other than during a Restricted Trading Period if an Event of Default has occurred and is continuing) if: (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in pursuant to this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Effective Date, during the period commencing on the Closing Effective Date) is not greater than 25% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the Closing Effective Date, as the case may be) and ); and (ii) either: : (A) during the Portfolio Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, sale in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 30 days after the settlement of such salesale in accordance with the Investment Criteria; or or (B) at any time, either (1) the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation or (2) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net Cash proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than (or equal to) the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during the Reinvestment Period, the Portfolio The Collateral Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if if, (i1) after giving effect to such sale, the Aggregate Principal Investment Criteria Adjusted Balance of all Collateral Obligations in the applicable Portfolio sold as described in this Section 12.1(g12.1(f) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, applicable Portfolio as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be) ); and (ii2) either: (Ai) solely during the Portfolio Reinvestment Period and with respect to the Reinvesting Portfolio, the Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 30 days after such sale; or (Bii) after giving effect (x) solely with respect to such salethe Reinvesting Portfolio, the Aggregate Principal Balance Collateralization Amount of all Collateral Obligations such Portfolio (excluding the Collateral Obligation being sold sold, but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than or equal to the Reinvestment Target Par BalanceBalance and (y) solely with respect to the First Static Portfolio and the Second Static Portfolio, the applicable Overcollateralization Ratio Tests for such Portfolio are satisfied (or if not satisfied at such time, improved).

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during During the Reinvestment Period, the Portfolio Collateral Manager on behalf of the Issuer may direct the Collateral Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) (Sales of Collateral Obligations) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or or, as of the Closing Date, as the case may be) ); and (ii) either: (A) the Portfolio Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 30 days after such sale; or (B) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations and Eligible Investments (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be equal to or greater than the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during During the Reinvestment Period, the Portfolio Collateral Manager on behalf of the Issuer may direct the Collateral Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) (Sales of Collateral Obligations) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the 2024 Closing Date, during the period commencing on the 2024 Closing Date) is not greater than 2530% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the 2024 Closing Date, as the case may be) ); and (ii) either: (A) the Portfolio Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 45 days after such sale; or (B) either (1) the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation or (2) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations and Eligible Investments (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be equal to or greater than the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during During the Reinvestment Period, the Portfolio Collateral Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g12.1(f) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Effective Date, during the period commencing on the Closing Effective Date) is not greater than 2540% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the Closing Effective Date, as the case may be) ); and (ii) either: (A) the Portfolio Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 20 Business Days 30 days after such sale; or (B) after giving effect to such sale, the Aggregate Principal Balance of all the Collateral Obligations plus the amount of cash and Eligible Investments in the Accounts (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than or equal to the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuingThe Collateral Manager may, during the Reinvestment Period, the Portfolio Manager on behalf of the Issuer may Issuer, direct the Trustee Collateral Agent to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) (A) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g12.1(h) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing ClosingRefinancing Date, during the period commencing on the Closing ClosingRefinancing Date) is not greater than 25% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the Closing ClosingRefinancing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Transferor pursuant to either Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer, the Collateral Manager obtains a valuation of such Collateral Obligation in accordance with Section 12.4(a), and such Person acquires such Collateral Obligation for a price not less than the value so determined; and (ii) either: (A) solely during the Portfolio Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Principal Balance of such Collateral Obligation within 20 Business Days 30 days after such sale; or (B) after giving effect to such sale, the Aggregate Adjusted Collateral Principal Balance of all Collateral Obligations Amount (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than or equal to the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during During the Reinvestment Period, the Portfolio Collateral Manager on behalf of the Issuer may direct the Collateral Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) (Sales of Collateral Obligations) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the 2024 Closing Date, during the period commencing on the 2024 Closing Date) is not greater than 2530% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the 2024 Closing Date, as the case may be) ); and (ii) either: : (A) the Portfolio Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 45 days after such sale; or or (B) either (1) the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation or (2) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations and Eligible Investments (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be equal to or greater than the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during During the Reinvestment Period, the Portfolio Collateral Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if (i) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 2520% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be) ); and (ii) either: (A) solely during the Portfolio Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Balance outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 20 Business Days 30 days after such sale; or (B) after giving effect to such sale, the Aggregate Adjusted Collateral Principal Balance of all Collateral Obligations Amount (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than the Reinvestment Target Par Balance.

Discretionary Sales. Unless an Event of Default has occurred and is continuing, during the Reinvestment Period, the Portfolio The Collateral Manager on behalf of the Issuer may direct the Trustee to sell any Collateral Obligation at any time other than during a Restricted Trading Period if if, (i1) after giving effect to such sale, the Aggregate Principal Investment Criteria Adjusted Balance of all Collateral Obligations sold as described in this Section 12.1(g12.1(f) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing ClosingRefinancing Date, during the period commencing on the Closing ClosingRefinancing Date) is not greater than 25% of the Collateral Principal Amount plus amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein), in each case, Total Capitalization as of the first day of such 12 calendar month period (or as of the Closing ClosingRefinancing Date, as the case may be) ); and (ii2) either: (Ai) solely during the Portfolio Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to (on the Issuer's behalf) enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Investment Criteria Adjusted Balance at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation within 20 Business Days 30 days after such sale; or (Bii) after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations Collateralization Amount (excluding the Collateral Obligation being sold sold, but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the amounts on deposit in the Collection Account, the Reinvestment Amount Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds, will be greater than or equal to the Reinvestment Target Par Balance.