Common use of Limitations on Sales and Substitutions Clause in Contracts

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. 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 (or such higher percentage as may be agreed to by the Administrative Agent in its sole discretion) and 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).