Common use of Limitations on Sales, Substitutions and Repurchases Clause in Contracts

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. (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 Collateral Obligations sold or otherwise disposed of pursuant to this Section 2.07, including without the consent of the start of such 12-month Administrative Agent in accordance with Section 2.07(a) during the 12‑month period (or such lesser number of months as shall have elapsed as of such date) plus (b) without duplicationimmediately preceding the proposed date of sale or substitution, all amounts on deposit in the Principal Collection Account as applicable, does not exceed 20% of the start highest Aggregate Outstanding Balance of any month during such 12-month 12‑month period (or such lesser number of months as shall have elapsed as of such date); provided that, if any such sale, substitution or release occurs after the limitation set forth end of the Reinvestment Period, then the Proceeds received in connection therewith shall be equal to or greater than the Outstanding Balance of each such Collateral Obligation so sold, substituted or released. Notwithstanding the foregoing, the aggregate Outstanding Balances of all Collateral Obligations sold or otherwise disposed of to an Affiliate pursuant to this Section 2.07, other than Warranty Collateral Obligations, but including sales or dispositions without the consent of the Administrative Agent in accordance with Section 2.07(a) since the Closing Date shall not exceed 20% of the highest Aggregate Outstanding Balance of the Collateral Obligations owned by the Borrower since the Closing Date; provided that any Defaulted Obligation or Credit Risk Obligation sold or other disposed of to the Seller or an Affiliate of the Seller pursuant to this Section 2.07 shall be transferred by the Borrower (or the Collateral Manager on behalf of the Borrower) in exchange for fair market value consideration; provided, further, that, for the avoidance of doubt, the foregoing limitations in this clause sentence shall not apply to (i) shall not apply with respect to Warranty Collateral Obligations or (xii) any Discretionary Sale of a Loan (or portion thereof) with an Assigned Value of zero, (y) any sale of a Loan Collateral Obligations sold by the Borrower in connection with a refinancing Permitted Securitization. Notwithstanding the foregoing or payoff by anything to the related Obligor contrary herein (i) no sale, substitution or (z) repurchase pursuant to this Section 2.07, including without limitation with respect to any Discretionary Sale of Substitute Collateral Obligation, Credit Risk Obligation, Credit Improved Obligation, Equity Security or Defaulted Obligation, shall result in a Broadly Syndicated Loan to a third party at arm’s length for fair market value. Borrowing Base Deficiency; and (ii) As in the event ‑88‑ that a Borrowing Base Deficiency shall exist immediately prior to any such sale, substitution or repurchase, the Borrower may only effect such sale, substitution or repurchase (1) with the prior written consent of the date the Borrower commits Administrative Agent in its sole discretion and (2) so long as, immediately after giving effect to such sale, the aggregate Outstanding Balance of all Loans sold by the Borrower to the Equityholder substitution or its Affiliates shall not exceed 15% of the highest aggregate Outstanding Balance of all Loans on repurchase (and any day during the twelve-month period preceding other sale or transfer substantially contemporaneous therewith), 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 (Borrowing Base Deficiency is reduced or portion thereof) with an Assigned Value of zero or (y) any Discretionary Sale of a Loan (or a portion thereof) constituting an Excess Concentrationcured.

Limitations on Sales, Substitutions and Repurchases. (i) i. The aggregate Outstanding Balance of all Loans (other than Zero Value Assets transferred in accordance with Section 2.14(f)(ii) below and Warranty Loans) which are sold or intended to be sold transferred by the Loan Parties 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 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 datesince the Effective Date) plus (b) without duplication, all amounts on deposit in the Principal Collection Account aggregate twenty percent (20.00%) of the Net Purchased Loan Balance measured as of the start date of such 12-month period (Substitution, Discretionary Sale or such lesser number Restricted Payment. ii. Notwithstanding the limitationlimitations set forth in Section 2.14(f)(i) and Section 2.14(e)(vi)(1), and subject to satisfaction of months as shall have elapsed as of such date); provided that, the limitation all other applicable requirements set forth in this clause Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior written (iother than the requirement that the Borrower deliver a Borrowing Base Certificate in accordance with Section 2.14(e)(i) shall and Section 2.14(b)(ii) (via Section 3.2(a)), so long as no Default would exist after giving effect thereto or Event of Default has occurred and is continuing, during the Revolving Period, or, after the Revolving Period End Date, with the consent (to be provided or withheld byof the Administrative Agent in its sole discretion in each instance) for each such transfer, the Borrower may transfer Loans that are not apply with respect Eligible LoansZero Value Assets to (x) any Discretionary Sale of a Loan (the Transferor or portion thereof) with an Assigned Value of zero, (y) any sale of a Loan Affiliate thereof in connection with a refinancing or payoff by the related Obligor or (z) any Substitution, a Discretionary Sale of a Broadly Syndicated Loan or theother transfer to the Transferor pursuant to a third party at arm’s length for fair market value. (ii) As of the date the Borrower commits to Restricted Payment in such sale, amounts as would cause the aggregate Outstanding Balance of all Loans sold (other than Warranty Loans) transferred by the Borrower to the Equityholder Transferor or its Affiliates shall not an Affiliate thereofwithout regard to 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 Section 2.14(f)(i); provided however, that such transfer may not apply 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 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 Concentrationthereto.

Limitations on Sales, Substitutions and Repurchases. (i) The aggregate Outstanding Balance of all Loans (other than Warranty Loans) which are sold or intended to be sold transferred by the Loan Parties Borrower to the Transferor, the Equityholder or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor or the Equityholder pursuant to a Restricted Payment shall not exceed 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 datesince the Effective Date) plus (b) without duplication, all amounts on deposit in the Principal Collection Account aggregate twenty-five percent (25.00%) of the Net Purchased Loan Balance measured as of the start date of such 12-month period Substitution, Discretionary Sale or dividend; provided, however, that if such transfer or transfers exceed such limitation, the Administrative Agent shall have received the executed legal opinion or opinions of Xxxxxxxx, Xxxxxx & Finger, P.A. (or another legal counsel of national standing), counsel to the Loan Parties, covering true sale and/or true contribution matters, as applicable, with respect to the transfer of Loans pursuant to the Sale Agreements notwithstanding such lesser number of months as shall have elapsed as transfer in excess of such date); provided thatlimitation, in form and substance acceptable to the Administrative Agent in its reasonable discretion. (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 clause Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior written consent (ito be provided or withheld by the Administrative Agent in its sole discretion in each instance) shall for each such transfer, the Borrower may transfer Loans that are not apply with respect Eligible Loans to (x) any Discretionary Sale of a Loan (the Transferor, the Equityholder or portion thereof) with an Assigned Value of zero, (y) any sale of a Loan Affiliate thereof in connection with a refinancing or payoff by the related Obligor or (z) any Substitution, a Discretionary Sale of a Broadly Syndicated Loan or the transfer to the Transferor or the Equityholder pursuant to a third party at arm’s length for fair market value. (ii) As of the date the Borrower commits to Restricted Payment in such sale, amounts as would cause the aggregate Outstanding Balance of all Loans sold (other than Warranty Loans) transferred by the Borrower to the Transferor, the Equityholder or its Affiliates shall not an Affiliate thereof to 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 Section 2.14(f)(i); provided, however, that such transfer may not apply cause the sale of Loans pursuant to the Transaction Documents to fail to qualify as a true sale such that Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx, Xxxxxx & Xxxxxx, P.A. or another legal counsel of national standing could no longer render a customary true sale opinion 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 Concentrationthereto.

Limitations on Sales, Substitutions and Repurchases. (i) The aggregate Outstanding Balance of all Loans (other than Warranty Loans) which are sold or intended to be sold transferred by the Loan Parties Borrower to the Fund or a direct or indirect parent of the Fund thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Fund pursuant to a Restricted Payment shall not exceed 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 datesince the Effective Date) plus (b) without duplication, all amounts on deposit in the Principal Collection Account aggregate twenty percent (20.00%) of the Net Purchased Loan Balance measured as of the start date of such 12-month period Substitution, Discretionary Sale or Restricted Payment. (or such lesser number of months as shall have elapsed as of such date); provided that, 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 clause Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior written consent (ito 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 Fund or an Affiliate (“control” as calculated for this purpose in the definition of “Affiliate”, shall not apply with respect to (xbe 20.00% in lieu of 50.01% as set forth in the definition of “Affiliate”) any Discretionary Sale of a Loan (or portion thereof) with an Assigned Value of zero, (y) any sale of a Loan thereof in connection with a refinancing or payoff by the related Obligor or (z) any Substitution, a Discretionary Sale of a Broadly Syndicated Loan or the transfer to the Fund pursuant to a third party at arm’s length for fair market value. (ii) As of the date the Borrower commits to Restricted Payment in such sale, amounts as would cause the aggregate Outstanding Balance of all Loans sold (other than Warranty Loans) transferred by the Borrower to the Equityholder Fund or its Affiliates an Affiliate (“control” as calculated for this purpose in the definition of “Affiliate”, shall not be 20.00% in lieu of 50.01% as set forth in the definition of “Affiliate”) thereof to 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 Section 2.14(f)(i). (iii) Notwithstanding anything contained in this clause (ii) Agreement, the Borrower shall not apply with respect be permitted to (x) sell or transfer any Discretionary Sale of a Defaulted Loan, any Loan (or portion thereof) with that has an Assigned Value of zero zero, any Margin Stock or (y) any Discretionary Sale of a Loan (or a portion thereof) constituting an Excess ConcentrationEquity Security to any Person at any time.

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 Borrower in connection with a Substitution during any 12-month rolling period shall not exceed, collectively, exceed 20% of the sum of (a) the Outstanding Balances of all Loans as of Class A Facility Amount and 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 Class B 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 (i) shall not apply with respect to (x) any Discretionary Sale Substitution of Revolving Loans occurring on or immediately prior to the Reinvestment Period End Date, or any 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 The aggregate Outstanding Balance of all Loans which are sold or intended to be sold by the Borrower to (or the Equityholder or its Affiliates Loan Manager on behalf of the Borrower) in connection with a Discretionary Sale during any 12-month rolling period shall not exceed (A) with respect to Discretionary Sales in connection with a Permitted Securitization, an amount necessary to effect such Permitted Securitization that is approved by both the Administrative Agent and the Majority Class B Lenders and (B) with respect to all other Discretionary Sales, 15% of the highest aggregate Outstanding Balance Class A Facility Amount and the Class B Facility Amount as of all Loans on any day during the twelvestart of such 12-month period preceding (or such lesser number of months as shall have elapsed as of such date); provided that, the limitation set forth in this clause (ii) shall not apply with respect to (x) any Discretionary Sale of Revolving Loans occurring on or immediately prior to the Reinvestment Period End Date, or any 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 Concentrationzero.

Limitations on Sales, Substitutions and Repurchases. (i) The aggregate Outstanding Balance of all Loans (other than Zero Value Assets transferred at a time when no Default or Event of Default is continuing and Warranty Loans) which are sold or intended to be sold transferred by the Loan Parties Borrower to the Transferor, the Equityholder or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor or the Equityholder pursuant to a Restricted Payment shall not exceed 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 datesince the Effective Date) plus (b) without duplication, all amounts on deposit in the Principal Collection Account aggregate twenty-five percent (25.00%) of the Net Purchased Loan Balance measured as of the start date of such 12-month period Substitution, Discretionary Sale or dividend; provided, however, that if such transfer or transfers exceed such limitation, the Administrative Agent shall have received the executed legal opinion or opinions of Xxxxxxxx, Xxxxxx & Finger, P.A. (or another legal counsel of national standing), counsel to the Loan Parties, covering true sale and/or true contribution matters, as applicable, with respect to the transfer of Loans pursuant to the Sale Agreements notwithstanding such lesser number of months as shall have elapsed as transfer in excess of such date); provided thatlimitation, in form and substance acceptable to the Administrative Agent in its reasonable discretion. (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 clause Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior writtenno Default or Event of Default has occurred and is continuing, during the Revolving Period, or, after the Revolving Period End Date, with the consent (ito be provided or withheld byof the Administrative Agent in its sole discretion in each instance) shall for each such transfer, the Borrower may transfer Loans that are not apply with respect Eligible LoansZero Value Assets to (x) any Discretionary Sale of a Loan (the Transferor, the Equityholder or portion thereof) with an Assigned Value of zero, (y) any sale of a Loan Affiliate thereof in connection with a refinancing or payoff by the related Obligor or (z) any Substitution, a Discretionary Sale of a Broadly Syndicated Loan or the transfer to the Transferor or the Equityholder pursuant to a third party at arm’s length for fair market value. (ii) As of the date the Borrower commits to Restricted Payment in such sale, amounts as would cause the aggregate Outstanding Balance of all Loans sold (other than Warranty Loans) transferred by the Borrower to the Transferor, the Equityholder or its Affiliates shall not an Affiliate thereofwithout the delivery of a Borrowing Base Certificate and without regard to 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 limitationlimitations set forth in this clause (iiSection 2.14(f)(i) shall and Section 2.14(e)(vi)(1); provided, however, that such transfer may not apply cause the sale of Loans pursuant to the Transaction Documents to fail to qualify as a true sale such that Fried, Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx LLP, Xxxxxxx, Xxxxxx & Xxxxxx, P.A. or another legal counsel of national standing could no longer render a customary true sale opinion 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 Concentrationthereto.