Common use of Sales of Collateral Loans Clause in Contracts

Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Borrowing Base Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied and each Collateral Quality Test is satisfied (or, if any such other Coverage Test or any Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale); and (iv) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets each of the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the no Borrowing Base Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Deficiency or Equity Coverage Test is satisfied and each Collateral Quality Test is satisfied (or, if any such other Coverage Test or any Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale)Deficiency shall exist; and (iviii) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Sales of Collateral Loans. Subject to the satisfaction (or waiver, by the Administrative Agent) of the conditions specified in Section 10.0310.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets each of the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto thereto, to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans, unless consented to by the Administrative Agent in its reasonable discretion (unlesssuch consent not to be unreasonably withheld, in the case conditioned or delayed) or unless such Default or Event of such a Default, such Default will be cured upon giving effect to such sale transactions and the application of the proceeds thereof); provided that, notwithstanding the foregoing, this clause (i) shall not prohibit (x) any sale of a Collateral Loan the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default, or (y) any sale of a Collateral Loan at a price at least equal to par; (ii) upon giving effect thereto thereto, to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and the application to all substantially concurrent substitutions of the proceeds thereof, the Borrowing Base Test is satisfied; (iii) upon giving effect thereto Collateral Loans and to the application of the proceeds thereof, each other Coverage Test of the Collateral Quality Tests and the Concentration Limitations is satisfied and each Collateral Quality Test is satisfied (or, if any such other Coverage Test or any Collateral Quality Test it is not satisfied, such test it is maintained or improved after giving effect to such sale); andimproved; (iviii) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit ; (iv) if such sale is made to an Affiliate of the Borrower, the Equityholder or the Servicer, either (a) such sale is for a price at least equal to the Asset Value of a such Collateral Loan after or (b) the occurrence or during the continuance of a Default or an Event of Default, if Administrative Agent has provided its prior written consent to such sale in its sole discretion; (v) no adverse selection procedures were employed by the Borrower entered into an agreement to sell any or the Servicer in selecting such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of DefaultLoan for sale; provided that the settlement for such sale occurs within the customary settlement period for similar trades.and

Sales of Collateral Loans. Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Collateral Manager Borrower (or the Servicer on behalf of the Borrower Borrower) may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral ManagerServicer, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets the requirements set forth below: below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)): (i) no Default or Event of Default is continuing exists or would result upon giving effect thereto thereto; provided that the Borrower (unless, in or the case Servicer on behalf of such a Default, such Default will be cured upon the Borrower) may sell one or more Collateral Loans if after giving effect to such sale thereto and the application of the proceeds thereof); thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, the Borrowing Base Collateral Quality Test is satisfied; satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved), unless the Administrative Agent has provided prior written consent to such sale (such consent not to be unreasonably withheld, conditioned or delayed); and (iii) the Administrative Agent has provided prior written consent (such consent not to be unreasonably withheld, conditioned or delayed in the case of each of Clause (B) and clause (C) below) to such sale, if (A) upon giving effect thereto and the application of the proceeds thereof, each other the Minimum OC Coverage Test is satisfied and each Collateral Quality Test is would not be satisfied (or, if any not satisfied immediately prior to such other sale, compliance with the Minimum Coverage Test or any Collateral Quality Test is not satisfiedmaintained or improved); (B) such sale is to the Equityholder, the Servicer or a Person that is an Affiliate of the Borrower, the Equityholder or the Servicer provided that no consent from the Administrative Agent shall be required if such test is sale complies with Section 10.03; (C) both (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) the OC Ratio would not be maintained or improved immediately after giving effect to such sale; or (D) after giving effect to such proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (or since the Closing Date, if the Trade Date of such proposed sale would occur earlier than twelve calendar months following the Closing Date) would be greater than 40% of the average Aggregate Adjusted Collateral Balance over such period; provided that for purposes determining the foregoing percentage, sales of Defaulted Collateral Loans, Ineligible Collateral Loans and Warranty Collateral Loans shall not be taken into account in determining the Aggregate Principal Balance of all Collateral Loans sold or disposed of during such period; provided that the restriction in clauses (ii) and (iii) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans, Ineligible Collateral Loans or Warranty Collateral Loans (as defined in the Loan Sale Agreement); and (iv) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Sales of Collateral Loans. Subject to the satisfaction (or waiver, by the Administrative Agent) of the conditions specified in Section 10.03Sections 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets each of the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unlessthereto, in the case to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans, unless such a Default, such Default or Event of Default will be cured upon giving effect to such sale transactions and the application of the proceeds thereof); provided that, notwithstanding the foregoing, this clause (i) shall not prohibit (x) any sale of a Collateral Loan the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default, or (y) any sale of a Collateral Loan at a price at least equal to par; (ii) upon giving effect thereto thereto, to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans and to the application of the proceeds thereof, each of the Collateral Quality Tests and the Concentration Limitations is satisfied or, if it is not satisfied, it is maintained or improved; (iii) such sale is made for Cash; (iv) if such sale is made to an Affiliate of the Borrower, the Equityholder or the Collateral Manager, either (a) such sale is for a price at least equal to the Asset Value of such Collateral Loan or (b) the Administrative Agent has provided its prior written consent to such sale in its sole discretion; (v) no adverse selection procedures were employed by the Borrower or the Collateral Manager in selecting such Collateral Loan for sale; and (vi) upon giving effect thereto, to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans and to the application of the proceeds thereof, the Borrowing Base Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied and each Collateral Quality Test is satisfied (or, if any such other Coverage Test or any Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale); and (iv) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Sales of Collateral Loans. Subject to the satisfaction (or waiver, by the Administrative Agent) of the conditions specified in Section 10.03Sections 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets each of the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unlessthereto, in the case to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans, unless such a Default, such Default or Event of Default will be cured upon giving effect to such sale transactions and the application of the proceeds thereof); provided that, notwithstanding the foregoing, this clause (i) shall not prohibit (x) any sale of a Collateral Loan the trade date of which was prior to the occurrence of a Default or Event of Default, and the settlement date of which is scheduled to occur on a date following such Default or Event of Default, or (y) any sale of a Collateral Loan at a price at least equal to par; (ii) upon giving effect thereto thereto, to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans and to the application of the proceeds thereof, each of the Collateral Quality Tests and the Concentration Limitations is satisfied or, if it is not satisfied, it is maintained or improved; (iii) such sale is made for Cash; provided that, on any date of determination, subject to Section 10.04, the Borrower may distribute to the Equityholder one or more Collateral Loans with an Aggregate Asset Value as of such date not in excess of the aggregate amount of Restricted Payments that the Borrower would be permitted to make on such date in accordance with Section 5.02(r); -113- USActive 55502425.1255502425.13 (iv) if such sale is made to an Affiliate of the Borrower, the Equityholder or the Collateral Manager, either (a) such sale is for a price at least equal to the Asset Value of such Collateral Loan or (b) the Administrative Agent has provided its prior written consent to such sale in its sole discretion; (v) no adverse selection procedures were employed by the Borrower or the Collateral Manager in selecting such Collateral Loan for sale; and (vi) upon giving effect thereto, to all other sales or purchases of Collateral Loans previously or substantially concurrently committed to and to all substantially concurrent substitutions of Collateral Loans and to the application of the proceeds thereof, the Borrowing Base Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied and each Collateral Quality Test is satisfied (or, if any such other Coverage Test or any Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale); and (iv) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.03, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets each of the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Borrowing Base each Coverage Test is satisfied or, if it is not satisfied, it is improved; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Collateral Quality Test is satisfied and each Collateral Quality Test Concentration Limitation is satisfied (or, if any such other Coverage Test or any Collateral Quality Test it is not satisfied, such test it is maintained or improved after giving effect to such sale)improved; and (iv) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Sales of Collateral Loans. Subject to the satisfaction (or waiver, by the Required Lenders) of the conditions specified in Section 10.03Sections 10.04 and 10.05, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan or Ineligible Collateral Loan if such sale meets each of the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto thereto, to all other sales or purchases previously or substantially concurrently committed to and to all substantially concurrent substitutions pursuant to Section 10.02 (unless, in the case unless such Default or Event of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto thereto, to all other sales or purchases previously or substantially concurrently committed to and to all substantially concurrent substitutions pursuant to Section 10.02 and to the application of the proceeds thereof, the Borrowing Base Coverage Test is satisfied or, if it is not satisfied, it is maintained or improved; (iii) no Coverage Deficiency (Trading) Test Failure exists or would result upon giving effect thereto thereto; (iv) upon giving effect thereto, to all other sales or purchases previously or substantially concurrently committed to and to all substantially concurrent substitutions pursuant to Section 10.02 and to the application of the proceeds thereof, each other Coverage Test of the Collateral Quality Tests and the Concentration Limitations is satisfied and each Collateral Quality Test is satisfied (or, if any such other Coverage Test or any Collateral Quality Test it is not satisfied, such test it is maintained or improved after giving effect to such sale)improved; and (ivv) such sale is made for Cash. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.