Common use of Optional Sales Clause in Contracts

Optional Sales. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations optionally sold) optionally sold by the Issuer for any reason exceed 20% (rounded to the nearest whole number) of the highest value of the Adjusted Pool Balance measured since the Closing Date, including the sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the date such Additional Collateral Obligation is acquired by the Issuer). If a Collateral Obligation is optionally sold to an Affiliate (i) the amount received by the Issuer in connection with such sale must be equal to or greater than the Market Value and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) must be in an amount sufficient to not cause a breach of the Borrowing Base Condition (giving pro forma effect to such sale). In the event that the Issuer cannot consent to an amendment to a Collateral Obligation as a result of any applicable restrictions set forth hereof, such Collateral Obligation can be optionally sold to third parties (including Affiliates of the Issuer) without restriction (and shall not be included in the percentage limitation set forth in the first sentence of this Section 12.1(b)). Notwithstanding the foregoing, optional sales of Collateral Obligations to Affiliates of the Issuer pursuant to the immediately preceding sentence will only be permitted if (i) the conditions described under Section 12.3(a) are met and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) are in an amount sufficient to satisfy the Borrowing Base Condition (giving pro forma effect to such sale). The foregoing limitations shall not apply to sales to unaffiliated third parties of (i) Delinquent Obligations, Restructured Obligations or Defaulted Obligations where the Collateral Manager has determined in good faith that the best recovery for such Collateral Obligations is the sale thereof, (ii) a Collateral Obligation which is subject to contractual purchase rights of unaffiliated third parties and such unaffiliated third party has exercised such right and (iii) a Collateral Obligation which is being refinanced and the related Obligor or new lender has requested that such Collateral Obligation be sold to an unaffiliated third party for the purpose of refinancing such Collateral Obligation.

Optional Sales. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations optionally sold) optionally sold by the Issuer for any reason exceed 20% (rounded to the nearest whole number) of the sum of (x) the highest value of the Adjusted Pool Balance measured since the Closing Date, including Date and (y) the sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the date such Additional Collateral Obligation is acquired by the Issuer). If a Collateral Obligation is optionally sold to an Affiliate (i) the amount received by the Issuer in connection with such sale must be equal to or greater than the Market Value and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) must be in an amount sufficient to not cause a breach of the Borrowing Base Condition (giving pro forma effect to such sale). In the event that the Issuer cannot consent to an amendment to a Collateral Obligation as a result of any applicable restrictions set forth hereof, such Collateral Obligation can be optionally sold to third parties (including Affiliates of the Issuer) without restriction (and shall not be included in the percentage limitation set forth in the first sentence of this Section 12.1(b)). Notwithstanding the foregoing, optional sales of Collateral Obligations to Affiliates of the Issuer pursuant to the immediately preceding sentence will only be permitted if (i) the conditions described under Section 12.3(a) are met and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) are in an amount sufficient to satisfy the Borrowing Base Condition (giving pro forma effect to such sale). The foregoing limitations shall not apply to sales to unaffiliated third parties of (i) Delinquent Obligations, Restructured Obligations or Defaulted Obligations where the Collateral Manager has determined in good faith that the best recovery for such Collateral Obligations is the sale thereof, (ii) a Collateral Obligation which is subject to contractual purchase rights of unaffiliated third parties and such unaffiliated third party has exercised such right and (iii) a Collateral Obligation which is being refinanced and the related Obligor or new lender has requested that such Collateral Obligation be sold to an unaffiliated third party for the purpose of refinancing such Collateral Obligation.

Optional Sales. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations optionally sold) optionally sold by the Issuer for any reason exceed 20% (rounded to the nearest whole number) (excluding sales of Broadly Syndicated Loans and Middle Market Loans and sales of Loans where the Issuer retains at least 50% of the outstanding principal balance of such Loan prior to the sale) of the highest value of the Adjusted Pool Balance measured since the Closing Date, including the sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the date such Additional Collateral Obligation is acquired by the Issuer). If a Collateral Obligation is optionally sold to an Affiliate (i) the amount received by the Issuer in connection with such sale must be equal to or greater than the Market Value and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) must be in an amount sufficient to not cause a breach of the Borrowing Base Condition (giving pro forma effect to such sale). In the event that the Issuer cannot consent to an amendment to a Collateral Obligation as a result of any applicable restrictions set forth hereof, such Collateral Obligation can be optionally sold to third parties (including Affiliates of the Issuer) without restriction (and shall not be included in the percentage limitation set forth in the first sentence of this Section 12.1(b))restriction. Notwithstanding the foregoing, optional sales of Collateral Obligations to Affiliates of the Issuer pursuant to the immediately preceding sentence will only be permitted if (i) the conditions described under Section 12.3(a) are met and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) are in an amount sufficient to satisfy the Borrowing Base Condition (giving pro forma effect to such sale). The foregoing limitations shall not apply to sales of Collateral Obligations to unaffiliated third parties of (i) Delinquent Obligations, Restructured Obligations or Defaulted Obligations where the Collateral Manager has determined in good faith that the best recovery for such Collateral Obligations is the sale thereof, (ii) a Collateral Obligation which is subject to contractual purchase rights of unaffiliated third parties and such unaffiliated third party has exercised such right and (iii) a Collateral Obligation which is being refinanced and the related Obligor or new lender has requested that such Collateral Obligation be sold to an unaffiliated third party for the purpose of refinancing such Collateral Obligationparties.

Optional Sales. In no event may the Aggregate Principal Balance of all Collateral Obligations (including any Delinquent Obligations, Restructured Obligations and Defaulted Obligations optionally sold) optionally sold by the Issuer for any reason exceed 20% (rounded to the nearest whole number) of the highest value of the Adjusted Pool Balance measured since the Closing Refinancing Date, including the sum of the principal balance of each Additional Collateral Obligation owned by the Issuer (determined as of the date such Additional Collateral Obligation is acquired by the Issuer). If a Collateral Obligation is optionally sold to an Affiliate (i) the amount received by the Issuer in connection with such sale must be equal to or greater than the Market Value and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) must be in an amount sufficient to not cause a breach of the Borrowing Base Condition (giving pro forma effect to such sale). In the event that the Issuer cannot consent to an amendment to a Collateral Obligation as a result of any applicable restrictions set forth hereof, such Collateral Obligation can be optionally sold to third parties (including Affiliates of the Issuer) without restriction (and shall not be included in the percentage limitation set forth in the first sentence of this Section 12.1(b)). Notwithstanding the foregoing, optional sales of Collateral Obligations to Affiliates of the Issuer pursuant to the immediately preceding sentence will only be permitted if (i) the conditions described under Section 12.3(a) are met and (ii) the proceeds of such sale (together with any contributions from holders of the Subordinated Notes) are in an amount sufficient to satisfy the Borrowing Base Condition (giving pro forma effect to such sale). The foregoing limitations shall not apply to sales to unaffiliated third parties of (i) Delinquent Obligations, Restructured Obligations or Defaulted Obligations where the Collateral Manager has determined in good faith that the best recovery for such Collateral Obligations is the sale thereof, (ii) a Collateral Obligation which is subject to contractual purchase rights of unaffiliated third parties and such unaffiliated third party has exercised such right and (iii) a Collateral Obligation which is being refinanced and the related Obligor or new lender has requested that such Collateral Obligation be sold to an unaffiliated third party for the purpose of refinancing such Collateral Obligation.