Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without prior notice to or consent from the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm's-length basis at fair market value and in accordance with the Portfolio Manager's standard market practices. In addition, within ten (10) Business Days of any Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company shall either (a) subject to clauses (x) and (y) in the immediately preceding sentence, sell such Delayed Funding Term Loan and shall pay to the purchaser any amount payable in connection with such sale or (b) transfer such Delayed Funding Term Loan to the Seller and shall pay to the Seller any amount payable in connection with such transfer (i.e. the negative Market Value of such Delayed Funding Term Loan) and obtain from the Seller any positive Market Value of such Delayed Funding Term Loan. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and a...
Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’s-length basis at fair market value and in accordance with the Portfolio Manager’s standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), ...
Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers), except that, subject to Section 6.02(hh), (i) the Company may make Permitted Distributions and Permitted RIC Distributions permitted by Article VI and (ii) the Company may sell any Portfolio Investment, Ineligible Investment or other asset so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the sale of such Portfolio Investment by the Company shall be on an arm’s-length basis. As used herein, “Ineligible Investment” means any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) to the Seller pursuant to the terms of the Sale Agreement. Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Accounts) without the consent of the Administrative Agent, (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Financing Providers and at then-current fair market values and in accordance with the Administrative Agent’s standard market practices) and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement. In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant...
Sales of Portfolio Investments. The Company will not voluntarily sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), except that, subject to Section 6.02(w), (x) during the Reinvestment Period, the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without consent from, or prior notice to, the Administrative Agent so long as, immediately prior to such sale or other disposition and immediately after giving effect to such sale or disposition, the Asset Sale Conditions are satisfied and (y) after the Reinvestment Period, during each fiscal quarter the Company may, with two Business Days prior written notice to the Administrative Agent, sell up to two Portfolio Investments (including any Ineligible Investment) without consent from the Administrative Agent so long as immediately prior to such sale or other disposition and immediately after giving effect to such sale or disposition, the Asset Sale Conditions are satisfied (for the avoidance of doubt it being understood that other than the first two sale or other disposition transactions entered into in any fiscal quarter in accordance with this clause (y), all sales, transfers or other dispositions of any Portfolio Investment (or portion thereof) or other asset shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)). “Asset Sale Conditions” means, with respect to any sale, transfer or other disposition of any Portfolio Investment or any other asset, conditions that shall be satisfied if immediately prior to and immediately after giving effect to such sale, transfer or other disposition all of the following conditions are satisfied: (a) no Event of Default shall have occurred and be continuing, (b) the Borrowing Base Test is satisfied and (c) each of the Concentration Limitations is satisfied or, if not satisfied prior to such sale, transfer or disposition (or commitment thereof), maintained or improved, after giving effect to any adjustment for Excess Concentration Amounts and (d) the sale of such asset by the Company shall either be (i) for an amount equal to par or (ii) on an arm's-length basis at fair market value and in accordance with the Servicer's standard market practices. Notwithstanding anything above that would otherwise prohibit the sale ...
Sales of Portfolio Investments. (a) The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(hh), (i) the Company may make Permitted Distributions permitted by Article VI and (ii) the Company may sell any Portfolio Investment, Eligible Investment or other asset so long as such sale is on an arm’s length basis (other than any Permitted Affiliate Sale) and, after giving effect thereto, no Coverage Event (as defined in the Additional Terms Letter) has occurred (without giving effect to the time periods set forth in the definition thereof) and no Event of Default has occurred and is continuing and no breach of any regulation referred to in Section 6.01(d) shall result therefrom.
(b) As set forth in the Additional Terms Letter.
(c) In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to, and in accordance with, this Section 1.04 and the application of the net proceeds thereof, the Company hereby appoints the Administrative Agent as the Company’s attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Lenders may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales). Except as otherwise expressly provided herein, none of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any affiliate of any thereof shall incur any liability to the Company or any other person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person in connection with any such sale.
(d) The Administrative Agent shall use commercially reasonable efforts to not...
Sales of Portfolio Investments. The Company will not voluntarily sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), except that, subject to Section 6.02(w), (x) during the Reinvestment Period, the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without consent from, or prior notice to, the Administrative Agent so long as, immediately prior to such sale or other disposition and immediately after giving effect to such sale or disposition, the Asset Sale Conditions are satisfied and (y) after the Reinvestment Period, during each fiscal quarter the Company may, with two Business Days - 36 -
