Rules Generally Applicable to Sales of Collateral Loans. (i) All sales of Collateral Loans or any portion thereof (including Participation Interests) pursuant to this Section 10.1 shall be for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder.
Rules Generally Applicable to Sales of Collateral Loans. (i) All sales of Collateral Loans or any portion thereof (including Participation Interests) pursuant to this Section 10.1 shall be for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder. (ii) Anything herein to the contrary notwithstanding, the Borrower shall cause any sale of any Collateral Loan or other property or assets to be conducted on an arm's length basis upon fair and reasonable terms no less favorable to the Borrower than would be obtainable in a comparable arm's length transaction with a Person not an Affiliate. (iii) Anything herein to the contrary notwithstanding, the Aggregate Principal Balance of the Collateral Loans that are sold to any Affiliate of the Borrower in the 12 month period preceding the proposed date of sale (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 20% of the Net Purchased Collateral Loan Balance as of such date of sale; provided that, the Aggregate Principal Balance of all Collateral Loans that were Defaulted Loans sold to Affiliates of the Borrower in the 12 month period preceding the proposed date of sale (or such lesser number of months as shall have elapsed since the Closing Date) shall not exceed 10% of the Net Purchased Collateral Loan Balance as of such date of sale; provided further that the foregoing limitations shall not apply where Collateral Loans are sold by the Borrower in connection with the Takeout Transaction.
Rules Generally Applicable to Sales of Collateral Loans. (1) All sales of Collateral Loans or any portion thereof pursuant to this Section 10.1 shall be for Cash on a non-recourse basis, which shall be deemed Principal Proceeds for all purposes hereunder. (2) Anything herein to the contrary notwithstanding, the Borrower and the Investment Subsidiary shall cause any sale of any Collateral Loan or other property or assets to be (x) conducted on an arm’s length basis upon fair and reasonable terms no less favorable to the Borrower or the Investment Subsidiary than would be obtainable in a comparable arm’s length transaction with a Person not an Affiliate or an Affiliate Employee and (y) in the case of a sale to any of its Affiliates or any Affiliate Employee, at a price at least equal to its Market Price. (3) For the avoidance of doubt, any sale of Collateral Loans may be effected as an outright assignment or as a sale of a participation interest therein; any Collateral Loan (or portion thereof) with respect to which the applicable Borrower Entity has sold a participation interest therein shall be treated as having been sold for all purposes hereunder; and any Collateral Loan with respect to which the applicable Borrower Entity has sold a participation interest therein (in whole but not in part) shall be treated as having been sold for all purposes hereunder and shall no longer constitute Collateral or be subject to the Lien of the Collateral Agent hereunder.
