Limitations on Sales, Substitutions and Repurchases. (i) The aggregate Outstanding Balance of all Loans that are sold or intended to be sold by the Borrower (A) in connection with a Substitution or a Discretionary Sale (other than any Warranty Loans) shall not exceed during any 12-month rolling period, collectively, 20% and (B) in connection with a Substitution or a Discretionary Sale (other than any Warranty Loans, Credit Risk Loans and Credit Improved Loans) shall not exceed during any 12-month rolling period, collectively, 10%, in each case, of the highest aggregate Outstanding Balance of all Loans included in the Collateral during such 12-month period; provided that, the limitations set forth in this clause (f)(i) shall not apply with respect to any Substitution or Discretionary Sale of a Broadly Syndicated Loan, a Loan that has an Assigned Value of zero or any Loan, or portion thereof, that constitutes part of the Excess Concentration Amount.
(ii) Except with respect to mandatory repurchase by the Seller of “Ineligible Loans” (as used in this agreement, as defined in the Sale Agreement) in accordance with Section 7.02 of the Sale Agreement and Section 2.14(h) below and the Substitution of Warranty Loans pursuant to Section 2.14(b), Loans with an Outstanding Balance not to exceed 10% of the highest aggregate Outstanding Balance of all Loans included in the Collateral during the Reinvestment Period may be sold to an Affiliate of the Borrower in connection with a Substitution or a Discretionary Sale.
Limitations on Sales, Substitutions and Repurchases. (i) The Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were included in all Lien Release Dividends or substituted by the Borrower pursuant to Section 2.07(a), in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date or date of substitution, as applicable, 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).
(ii) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b), sold without the consent of the Agent in accordance with Section 2.07(c) (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to Section 2.07(a) or released pursuant to Section 2.07(d) during the 12-month period immediately preceding the proposed date of sale, substitution or Lien Release Dividend (or such lesser number of months as shall have elapsed as of such date) does not exceed 20% 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, Substitutions and Repurchases. (i) The aggregate Outstanding Balance of all Loans which are sold or intended to be sold by the Loan Parties during any 12-month rolling period shall not exceed, collectively, 20% of the sum of (a) the Outstanding Balances of all Loans as of the start of such 12-month period (or such lesser number of months as shall have elapsed as of such date) plus (b) without duplication, all amounts on deposit in the Principal Collection Account as of the start of such 12-month period (or such lesser number of months as shall have elapsed as of such date); provided that, the limitation set forth in this clause (i) shall not apply with respect to (x) any Discretionary Sale of a Loan (or portion thereof) with an Assigned Value of zero, (y) any sale of a Loan in connection with a refinancing or payoff by the related Obligor or (z) any Discretionary Sale of a Broadly Syndicated Loan to a third party at arm’s length for fair market value.
(ii) As of the date the Borrower commits to such sale, the aggregate Outstanding Balance of all Loans sold by the Borrower to the Equityholder or its Affiliates shall not exceed 15% of the highest aggregate Outstanding Balance of all Loans on any day during the twelve-month period preceding such date; provided that, the limitation set forth in this clause (ii) shall not apply with respect to (x) any Discretionary Sale of a Loan (or portion thereof) with an Assigned Value of zero or (y) any Discretionary Sale of a Loan (or a portion thereof) constituting an Excess Concentration.
Limitations on Sales, Substitutions and Repurchases. The aggregate Outstanding Balance of all Loans which are sold or intended to be sold by the Borrower during any 12-month rolling period shall not exceed, collectively, (i) in connection with a Substitution, an Optional Sale or other sale to the Equityholder, 10% of the Facility Amount and (ii) in the aggregate, either in connection with a Substitution or a Discretionary Sale, 20% of the Facility Amount, in each case, as of the start of such 12-month period (or such lesser number of months as shall have elapsed as of such date); provided that, the limitations set forth in this clause (f) shall not apply with respect to any Discretionary Sale of a Loan (x) that (1) is a Broadly Syndicated Loan with a principal balance of $1,000,000 or less and (2) is sold in its entirety to a Person not affiliated with the Collateral Manager or any of its Affiliates, (y) in connection with a refinancing by the related Obligor or (z) certified by the Collateral Manager to the Administrative Agent to be to an existing collateralized loan obligation facility managed by the Collateral Manager or any Affiliate of the Collateral Manager.
Limitations on Sales, Substitutions and Repurchases. (i) The Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were included in all Lien Release Dividends or substituted by the Borrower pursuant to Section 2.07(a), in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date or date of substitution, as applicable, 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). Any Lien Release Dividend or substitution of a “Delinquent Loan” or a “Charged-Off Loan” (as each such term is defined in the Original Agreement) effected pursuant to the Original Agreement during the 12-month period immediately preceding the date of determination shall be included in this calculation.
(ii) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b), sold without the consent of the Agent in accordance with Section 2.07(c) (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to Section 2.07(a) or released pursuant to Section 2.07(d) during the 12-month period immediately preceding the proposed date of sale, substitution or Lien Release Dividend (or such lesser number of months as shall have elapsed as of such date) does not exceed 20% 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). Any “Discretionary Sale”, “Optional Sale”, “Substitute Loan” or “Lien Release Dividend” (as each such term is defined in the Original Agreement) effected pursuant to the Original Agreement during the 12-month period immediately preceding the date of determination shall be included in this calculation.
Limitations on Sales, Substitutions and Repurchases. The aggregate Outstanding Balance of all Loans which are sold or intended to be sold by the Borrower during any 12-month rolling period shall not exceed, collectively, (i) in connection with a Substitution, 25% of the Facility Amount or (ii) in connection with a Discretionary Sale, 25% of the Facility Amount, in each case, as of the start of such 12-month period (or such lesser number of months as shall have elapsed as of such date); provided that, the limitation set forth in this clause (f)(ii) shall not apply with respect to any Discretionary Sale of a Loan (x) in connection with a refinancing by the related Obligor or (y) certified by the Collateral Manager to the Administrative Agent to be to an existing collateralized loan obligation facility managed by the Collateral Manager or any Affiliate of the Collateral Manager.
Limitations on Sales, Substitutions and Repurchases. The aggregate Outstanding Balance of all Loans which are sold or intended to be sold by the Borrower in connection with a Substitution or a Discretionary Sale during any 12-month rolling period shall not exceed, collectively, 25% of the Facility Amount as of the start of such 12-month period (or such lesser number of months as shall have elapsed as of such date); provided that, the limitation set forth in this clause (f) shall not apply with respect to (i) any Discretionary Sale of a Loan to reduce a Borrowing Base Deficiency or (ii) any Discretionary Sale of a Loan in connection with a repayment of the Facility Amount after the Reinvestment Period End Date.
Limitations on Sales, Substitutions and Repurchases. The aggregate Outstanding Balance of all Fund Collateral Loans (other than Warranty Loans) which are transferred by the Borrower to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment shall not exceed in the aggregate twenty percent (20.00%) of the Net Purchased Loan Balance, measured as of the date of such Substitution, Discretionary Sale or dividend. The aggregate Outstanding Balance of all Fund Collateral Loans that are Defaulted Loans (other than Warranty Loans) which are transferred by the Borrower to the Transferor in connection with a Substitution, a Discretionary Sale or a transfer to the Transferor pursuant to a Restricted Payment shall not exceed in the aggregate ten percent (10.00%) of the Net Purchased Loan Balance, measured as of the date of such Substitution, Discretionary Sale or Restricted Payment.
Limitations on Sales, Substitutions and Repurchases i. The aggregate Outstanding Balance of all Loans (other than Warranty Loans) which are transferred by the Borrower to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment shall not exceed during any 12-month rolling period (or such lesser number of months as shall have elapsed since the Effective Date) in the aggregate twenty percent (20.00%) of the Net Purchased Loan Balance measured as of the date of such Substitution, Discretionary Sale or Restricted Payment.
ii. Notwithstanding the limitation set forth in Section 2.14(f)(i), and subject to satisfaction of all other applicable requirements set forth in this Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior written consent (to be provided or withheld by the Administrative Agent in its sole discretion in each instance) for each such transfer, the Borrower may transfer Loans that are not Eligible Loans to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment in such amounts as would cause the aggregate Outstanding Balance of all Loans (other than Warranty Loans) transferred by the Borrower to the Transferor or an Affiliate thereof to exceed the limitation set forth in Section 2.14(f)(i); provided however, that such transfer may not cause the sale of Loans pursuant to the Transaction Documents to fail to qualify as a true sale such that Winston & Xxxxxx LLP or another legal counsel of national standing could no longer render a customary true sale opinion with respect thereto.
Limitations on Sales, Substitutions and Repurchases. (i) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets removed from the Collateral Portfolio pursuant to Section 2.07(e)) substituted pursuant to Section 2.07(a), sold pursuant to Sections 2.07(c) and (g) or released pursuant to Section 2.07(d); during the term of this Agreement does not exceed 25% of the Net Purchased Loan Balance.
(ii) The Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets removed from the Collateral Portfolio pursuant to Section 2.07(e)) substituted pursuant to Section 2.07(a), sold pursuant to Sections 2.07(c) and (g) or released pursuant to Section 2.07(d) during the term of this Agreement does not exceed 15% of the Net Purchased Loan Balance.
