Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.
Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased Loan Balance; provided, that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, t...
Limitations on Sales and Substitutions. Except as otherwise waived by the Administrative Agent:
(a) the Principal Balance of all Equityholder Collateral Assets (other than Warranty Collateral Assets) sold pursuant to Section 10.01(a) or substituted pursuant to Section 10.03 to the Equityholder or an Affiliate thereof shall not exceed 20% of the Equityholder Purchased Loan Balance measured as of the date of such sale or dividend.
(b) the Principal Balance of all Equityholder Collateral Assets (other than Warranty Collateral Assets) that are Defaulted Loans sold pursuant to Section 10.01(a) or substituted pursuant to Section 10.03 to the Equityholder or an Affiliate thereof shall not exceed 10% of the Equityholder Purchased Loan Balance measured as of the date of such sale or dividend.
Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) substituted with Eligible Loan Assets from the Transferor or any Affiliate pursuant to Section 2.07(a), sold pursuant to Sections 2.07(e) or released pursuant to a Lien Release Dividend during the term of this Agreement shall not exceed 20% of the highest aggregate Outstanding Balance of all Loan Assets at any time during the previous 12-month period, and (ii) the Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets) substituted with Eligible Loan Assets from the Transferor or any Affiliate pursuant to Section 2.07(a), sold pursuant to Section 2.07(e) or released pursuant to a Lien Release Dividend during the term of this Agreement shall not exceed 10% of the highest aggregate Outstanding Balance of all Loan Assets at any time during the previous 12-month period. Notwithstanding the foregoing, the Borrower shall be permitted to sell Loan Assets that are not Eligible Loan Assets; provided that, after the occurrence and during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.
Limitations on Sales and Substitutions. No Equityholder Collateral Asset may be sold pursuant to Section 10.01(a) or substituted pursuant to Section 10.03 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 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 this clause (iv) 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).
Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b), substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend during the 12-month period immediately preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed as of such date) does not exceed 10% of the highest aggregate Outstanding Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed as of such date).
Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold to the Transferor or any Affiliate pursuant to Section 2.07(e), substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend during the term of this Agreement does not exceed 20% of the Maximum Facility Amount and (ii) the Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets) sold to the Transferor or any Affiliate pursuant to Section 2.07(e), substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend during the term of this Agreement does not exceed 10% of the Maximum Facility Amount.
Limitations on Sales and Substitutions. The Outstanding Balance of the Loan Asset(s) (other than Warranty Loan Assets) which are the subject of a proposed sale or substitution or Lien Release Dividend, together with the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b) or substituted pursuant to Section 2.07(a) during the 12-month period immediately preceding the proposed date of sale or substitution (or such lesser number of months as shall have elapsed as of such date) does not exceed 25% of the Maximum Facility Amount; provided that the Outstanding Balance of the Loan Assets sold pursuant to that certain Purchase Agreement, dated as of September 14, 2018, by and among Senior Secured Unitranche Loan Program LLC, Solar Capital Ltd., as buyer, Voya Retirement Insurance and Annuity Company and ReliaStar Life Insurance Company, as sellers, and Voya Investment Management, LLC, with the consent of the Administrative Agent shall not be subject to, or be included in the calculation of, the foregoing threshold.
Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b) to the Transferor or an Affiliate thereof, substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend pursuant to Section 2.07(g) shall not exceed 20% of the Net Purchased Loan Balance; provided that any Loan Asset sold to an Existing Gxxxx BDC CLO shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold for fair market value (determined as required by, and in accordance with, the 1940 Act and any orders of the Securities and Exchange Commission issued to Gxxxx). The Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b) to the Transferor or an Affiliate, substituted pursuant to Section 2.07(a) or released pursuant to a Lien Release Dividend pursuant to Section 2.07(g) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to an Existing Gxxxx BDC CLO shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold for fair market value (determined as required by, and in accordance with, the 1940 Act and any orders of the Securities and Exchange Commission issued to Gxxxx).
Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) transferred pursuant to Section 2.07(e) or substituted pursuant to Section 2.07(a) during the 12-month period immediately preceding the proposed date of sale does not exceed 20% (or, during any such period from and after the Ninth Amendment Closing Date, 25%) of the Maximum Facility Amount.
