Common use of Limitation on Sales to Seller and Affiliates Clause in Contracts

Limitation on Sales to Seller and Affiliates. Pursuant to Section 10.01 of the Credit Agreement, at any time after the Closing Date, the Purchaser may sell any Collateral Assets to the Seller or any Affiliate thereof; provided that, other than any repurchase or replacement of Warranty Collateral Asset required pursuant to Section 6.1 or as waived by the Administrative Agent, no Equityholder Collateral Asset may be sold pursuant to Section 10.01(a) of the Credit Agreement to the Equityholder or an Affiliate thereof or substituted pursuant to Section 10.03(a) of the Credit Agreement to the Equityholder or an Affiliate thereof without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required so long as the Aggregate Principal Balance of all Equityholder Collateral Assets (other than Warranty Collateral Assets or Collateral Assets transferred pursuant to a CLO Takeout) sold or distributed without such consent pursuant to Section 10.04 of the Credit Agreement in any twelve-month period does not exceed 15% of the Aggregate Asset Value of all Eligible Collateral Assets plus Principal Proceeds on deposit in the Principal Collection Account in effect on the date of such sale and such sale or distribution is made at a price at least equal to (x) during the Reinvestment Period, the Asset Value of the Equityholder Collateral Asset being sold or (y) after the end of the Reinvestment Period, the outstanding principal amount of such Equityholder Collateral Asset (or at a price that is less than the outstanding principal amount of such Equityholder Collateral Asset but not less than the Fair Market Value of such Equityholder Collateral Asset and the Borrower receives a contribution to capital from the Equityholder at least equal to the difference between such outstanding principal amount and such price and such amount shall be deposited into the Principal Collection Account no later than five (5) Business Days before the related settlement date).

Limitation on Sales to Seller and Affiliates. Pursuant to Section 10.01 of the Credit Agreement, at any time after the Closing Date, the Purchaser may sell any Collateral Assets to the Seller or any Affiliate thereof; provided that, other than any repurchase or replacement of Warranty Collateral Asset required pursuant to Section 6.1 or as waived by the Administrative Agent, no Equityholder Collateral Asset may be sold pursuant to Section 10.01(a) of the Credit Agreement to the Equityholder or an Affiliate thereof or substituted pursuant to Section 10.03(a) 10.03 of the Credit Agreement to the Equityholder or an Affiliate thereof without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required so long as the Aggregate Principal Balance of all Equityholder Collateral Assets (other than Warranty Collateral Assets or Collateral Assets transferred pursuant to a CLO Takeout) sold or distributed without such consent pursuant to Section 10.04 of the Credit Agreement in any twelve-month period does not exceed 15% of the Aggregate Asset Value of all Eligible Collateral Assets plus Principal Proceeds on deposit in the Principal Collection Account in effect on the date of such sale and such sale or distribution is made at a price at least equal to (x) during the Reinvestment Period, the Asset Value of the Equityholder Collateral Asset being sold or (y) after the end of the Reinvestment Period, the outstanding principal amount of such Equityholder Collateral Asset (or at a price that is less than the outstanding principal amount of such Equityholder Collateral Asset but not less than the Fair Market Value of such Equityholder Collateral Asset and the Borrower receives a contribution to capital from the Equityholder at least equal to the difference between such outstanding principal amount and such price and such amount shall be deposited into the Principal Collection Account no later than five (5) Business Days before the related settlement date).

Limitation on Sales to Seller and Affiliates. Pursuant to Section 10.01 of the Credit Agreement(a) At all times, at any time after the Closing Date, the Purchaser may sell any Collateral Assets to the Seller or any Affiliate thereof; provided that, other than any repurchase or replacement of Warranty Collateral Asset required pursuant to Section 6.1 or as waived by the Administrative Agent, no Equityholder Collateral Asset may be sold pursuant to Section 10.01(a(i) of the Credit Agreement to the Equityholder or an Affiliate thereof or substituted pursuant to Section 10.03(a) of the Credit Agreement to the Equityholder or an Affiliate thereof without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required so long as the Aggregate Principal Balance of all Equityholder Collateral Assets Obligations that are Substitute Collateral Obligations plus (other than Warranty ii) the Aggregate Principal Balance related to all Collateral Assets or Collateral Assets transferred Obligations that have been repurchased by the Seller hereunder pursuant to its right of optional repurchase or substitution and not subsequently applied to purchase a CLO Takeout) sold or distributed without such consent pursuant to Section 10.04 of the Credit Agreement in any twelve-month period does Substitute Collateral Obligation may not exceed an amount equal to 15% of the Aggregate Asset Value Net Purchased Loan Balance; provided that notwithstanding the foregoing, clause (ii) of all Eligible Collateral Assets plus Principal Proceeds on deposit in this Section 2.06(a) shall not include (A) if such calculation is made during the Reinvestment Period only, the Principal Collection Account Balance related to any Collateral Obligation that is repurchased by the Seller in effect on the date of connection with a proposed Specified Amendment to such sale and such sale or distribution is made at a price at least equal to Collateral Obligation so long as (x) during the Reinvestment PeriodSeller certifies in writing to the Collateral Manager, the Asset Value Trustee, the Collateral Agent and the Loan Agent that such purchase is, in the commercially reasonable business judgment of the Equityholder Seller, necessary or advisable in connection with the restructuring of such Collateral Asset being sold or Obligation and such restructuring is expected to result in a Specified Amendment to such Collateral Obligation, and (y) after the end Collateral Manager certifies in writing to the Trustee, the Collateral Agent and the Loan Agent that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of the Reinvestment PeriodIndenture or the Collateral Management Agreement, (B) the purchase price of any Collateral Obligations or, for the avoidance of doubt, any Equity Securities sold by and at the option of the Buyer to the Seller pursuant to Section 12.1(d) of the Indenture or Section 12.1(h) of the Indenture as determined described in Section 12.1(h)(i) of the Indenture and (C) the Principal Balance related to any Ineligible Collateral Obligation that is repurchased or substituted by the Seller in connection with a mandatory repurchase or substitution pursuant to Section 2.08. The foregoing provisions in this paragraph constitute the “Repurchase and Substitution Limit”. (b) The Seller agrees to identify to the Buyer each Affiliate Originated Collateral Obligation. Notwithstanding any other provisions herein, the outstanding principal amount of such Equityholder Collateral Asset (or at a price that is less than Buyer, so long as the outstanding principal amount of such Equityholder Collateral Asset but not less than the Fair Market Value of such Equityholder Collateral Asset EU Acquisition Test and the Borrower receives other applicable conditions set forth in the Indenture are met, may also purchase Collateral Obligations that are not Affiliate Originated Collateral Obligations directly from third parties or may acquire Collateral Obligations as a contribution to capital from lender at the Equityholder at least equal to the difference between such outstanding principal amount and such price and such amount shall be deposited into the Principal Collection Account no later than five (5) Business Days before the related settlement date)closing thereof.

Limitation on Sales to Seller and Affiliates. Pursuant to Section 10.01 of the Credit Agreement(a) At all times, at any time after the Closing Date, the Purchaser may sell any Collateral Assets to the Seller or any Affiliate thereof; provided that, other than any repurchase or replacement of Warranty Collateral Asset required pursuant to Section 6.1 or as waived by the Administrative Agent, no Equityholder Collateral Asset may be sold pursuant to Section 10.01(a(i) of the Credit Agreement to the Equityholder or an Affiliate thereof or substituted pursuant to Section 10.03(a) of the Credit Agreement to the Equityholder or an Affiliate thereof without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that such consent shall not be required so long as the Aggregate Principal Balance of all Equityholder Collateral Assets Obligations that are Substitute Collateral Obligations plus (other than Warranty ii) the Aggregate Principal Balance related to all Collateral Assets or Collateral Assets transferred Obligations that have been repurchased by the Seller hereunder pursuant to its right of optional repurchase or substitution and not subsequently applied to purchase a CLO Takeout) sold or distributed without such consent pursuant to Section 10.04 of the Credit Agreement in any twelve-month period does Substitute Collateral Obligation may not exceed an amount equal to 15% of the Aggregate Asset Value Net Purchased Loan Balance; provided that notwithstanding the foregoing, clause (ii) of all Eligible Collateral Assets plus Principal Proceeds on deposit in this Section 2.06(a) shall not include (A) if such calculation is made during the Reinvestment Period only, the Principal Collection Account Balance related to any Collateral Obligation that is repurchased by the Seller in effect on the date of connection with a proposed Specified Amendment to such sale and such sale or distribution is made at a price at least equal to Collateral Obligation so long as (x) during the Reinvestment PeriodSeller certifies in writing to the Collateral Manager, the Asset Value Collateral Trustee, the Collateral Administrator and the Loan Agent that such purchase is, in the commercially reasonable business judgment of the Equityholder Seller, necessary or advisable in connection with the restructuring of such Collateral Asset being sold or Obligation and such restructuring is expected to result in a Specified Amendment to such Collateral Obligation, and (y) after the end Collateral Manager certifies in writing to the Collateral Trustee, the Collateral Administrator and the Loan Agent that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of the Reinvestment PeriodIndenture or the Collateral Management Agreement, (B) the purchase price of any Collateral Obligations or, for the avoidance of doubt, any Equity Securities sold by and at the option of the Buyer to the Seller pursuant to Section 12.1(d) of the Indenture or Section 12.1(h) of the Indenture as determined described in Section 12.1(h)(i) of the Indenture and (C) the Principal Balance related to any Ineligible Collateral Obligation that is repurchased or substituted by the Seller in connection with a mandatory repurchase or substitution pursuant to Section 2.07. The foregoing provisions in this paragraph constitute the “Repurchase and Substitution Limit”. (b) The Seller agrees to identify to the Buyer each Affiliate Originated Collateral Obligation. Notwithstanding any other provisions herein, the outstanding principal amount of such Equityholder Collateral Asset (or at a price that is less than Buyer, so long as the outstanding principal amount of such Equityholder Collateral Asset but not less than the Fair Market Value of such Equityholder Collateral Asset Acquisition Test and the Borrower receives other applicable conditions set forth in the Indenture are met, may also purchase Collateral Obligations that are not Affiliate Originated Collateral Obligations directly from third parties or may acquire Collateral Obligations as a contribution to capital from lender at the Equityholder at least equal to the difference between such outstanding principal amount and such price and such amount shall be deposited into the Principal Collection Account no later than five (5) Business Days before the related settlement date)closing thereof.