Common use of Sales of Collateral Obligations to Affiliates Clause in Contracts

Sales of Collateral Obligations to Affiliates. One or more (or any portion of any) Collateral Obligations may be sold from time to time by the Borrower, or the Investment Manager, to the Investment Manager or any of its Affiliates only if (A) the terms and conditions thereof are no less favorable to the Borrower than the terms it would obtain in a comparable, timely sale with a non-Affiliate, (B) the transactions are effected in accordance with all Applicable Laws, (C) the Collateral Obligation is a Defaulted Loan/Bond or Credit Risk Loan/Bond, such sale shall be for an amount equal to the Appraised Value with respect to such Collateral Obligation, (D) the Collateral Obligation is not a Defaulted Loan/Bond or Credit Risk Loan/Bond, the prior written consent of the Facility Agent is obtained if such sale is for an amount less than the original purchase price paid by the Borrower (after adjustment for any borrowings or repayments and exclusive of interest) with respect to such Collateral Obligation and (E) the prior written consent of the Facility Agent is obtained if the Collateral Obligation is a Defaulted Loan/Bond or Credit Risk Loan/Bond. Notwithstanding the foregoing terms of this Section 10.01(a), in connection with the sale of any Credit Risk Loan/Bond, a Rating Confirmation must be obtained as a condition to the Borrower consummating such sale if (x) the cumulative amount of losses in respect of one or more sales of any Credit Risk Loan/Bond(s) that is sold for a purchase price that is less than 80.0% of its Loan Amount (after adjustment for any borrowings or repayments and exclusive of accrued interest) exceeds $35,000,000 and (y) the ratio as calculated pursuant to the Overcollateralization Ratio Test at such time (after giving effect to such sale on a pro forma basis) is less than the Row Minimum OC Level that is in use at such time. So long as no Default or Event of Default is continuing or would result upon giving effect thereto and the application of the proceeds thereof, the Borrower may sell any Equity Security or any asset held by any Blocker Subsidiary at any time without restriction, and shall effect the sale of any Equity Security, regardless of price, within 30 days of receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law, in which case the Borrower shall notify the Facility Agent and such Equity Security shall be sold as soon as such sale is permitted by Applicable Law.

Sales of Collateral Obligations to Affiliates. One Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, one or more (or any portion of any) Collateral Obligations may be sold from time to time by the Borrower, or the Investment ManagerCollateral Manager on the Borrower’s behalf, to the Investment Collateral Manager or an Affiliate thereof or to any of its Affiliates account or fund for which the Collateral Manager or an Affiliate thereof acts as investment adviser only if (A) the terms and conditions thereof are no less favorable to the Borrower than the terms it would obtain in a comparable, timely sale with a non-Affiliate, (B) the transactions are effected in accordance with all Applicable Laws, Laws and (CC)(i) the Collateral Obligation is a Defaulted Loan/Bond or Credit Risk Loan/Bond, such sale shall be for an amount equal to the Appraised Value with respect to such Collateral Obligation, (D) the Collateral Obligation is not a Defaulted Loan/Bond or Credit Risk Loan/Bond, the prior written consent of the Facility Agent is obtained if such sale is a sale of a Credit Risk Loan or a Defaulted Loan, the sale price is equal to the highest of (x) the highest actionable bid obtained from at least two unaffiliated loan market participants for such Credit Risk Loan or Defaulted Loan, (y) the Principal Balance of such Credit Risk Loan or Defaulted Loan multiplied by the applicable S&P Recovery Rate for such Credit Risk Loan or Defaulted Loan and (z) the Market Value of such Credit Risk Loan or Defaulted Loan (provided that Market Value shall not be determined pursuant to clause (d) or subclause (iii) in the proviso of clause (c) of the definition thereof) and (ii) if such sale is a sale of any other Collateral Obligation, the sale price is equal to the higher of (x) an amount not less than the original purchase price paid by the Borrower (after adjustment for any borrowings or repayments and exclusive of interest) with respect to such Collateral Obligation and (E) after adding the prior written consent of the Facility Agent is obtained if the Collateral Obligation is a Defaulted Loan/Bond or Credit Risk Loan/Bond. Notwithstanding the foregoing terms of this Section 10.01(a), in connection with the sale amount of any Credit Risk Loan/Bond, a Rating Confirmation must be obtained as a condition to subsequent borrowings and subtracting the Borrower consummating such sale if (x) the cumulative amount of losses in respect of one or more sales of any Credit Risk Loan/Bond(ssubsequent repayments thereof) that is sold for a purchase price that is less than 80.0% of its Loan Amount (after adjustment for any borrowings or repayments and exclusive of accrued interest) exceeds $35,000,000 and (y) the ratio as calculated pursuant to the Overcollateralization Ratio Test at such time (after giving effect Market Value with respect to such sale on a pro forma basis) is less than the Row Minimum OC Level that is in use at such time. So long as no Default or Event of Default is continuing or would result upon giving effect thereto and the application of the proceeds thereof, the Borrower may sell any Equity Security or any asset held by any Blocker Subsidiary at any time without restriction, and shall effect the sale of any Equity Security, regardless of price, within 30 days of receipt if such Equity Security constitutes Margin Stock, unless such sale is prohibited by Applicable Law, in which case the Borrower shall notify the Facility Agent and such Equity Security shall be sold as soon as such sale is permitted by Applicable LawCollateral Obligation.