Common use of Optional Sales Clause in Contracts

Optional Sales. The Borrower may on any Optional Sale Date, prepay all or portion of the Advances Outstanding in connection with the sale or other transfer of all or a portion of the Loan Assets in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), without the consent of the Administrative Agent; so long as (i) except as otherwise agreed by the Administrative Agent pursuant to Section 2.07(j)(i)(A), the Borrower shall have provided to the Administrative Agent (with a copy to the Collateral Agent, the Collateral Administrator and the Collateral Custodian) not more than 45 days’ and at least 10 days’ prior written notice of its intent to effect an Optional Sale on the Optional Sale Date, (ii) the purchase price in cash deposited in the Collection Account with respect to the Optional Sale is at least equal to the aggregate Outstanding Loan Balance of the Loan Assets being sold and purchased in connection therewith, and otherwise complies with the pricing requirements set forth in clause (h) below), (iii) 100% of the net proceeds of such Optional Sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, and (iv) no event has occurred and is continuing, or would result from such Optional Sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Optional Sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided, that so long as all other conditions in this clause (c) and the Agreement are satisfied in full, the Administrative Agent, in its sole and absolute discretion (upon the delivery of a Notice of Permitted Securitization in the form attached as Exhibit A setting forth the proposed offset and demonstrating compliance with clause (iv) above in connection therewith), may permit the offset (a “Permitted Offset”) by the Servicer against the required purchase price to be deposited in the Collection Account under clause (ii) or (iii) of this Section 2.07(c) (and, if applicable, clause (i) of Section 2.07(h) below) by an amount not to exceed the Minimum Credit Enhancement applicable to the Loan Assets subject to an Optional Sale.

Optional Sales. The Subject to the satisfaction of the conditions specified in Section 10.03, the Investment Advisor on behalf of the Borrower may on any Optional Sale Date, prepay all or portion of the Advances Outstanding in connection with arrange for the sale or disposition of any Collateral Loan through the Custodian if (i) (a) each Collateral Quality Test is satisfied after giving effect to such sale or disposition or (b) if, to the extent not satisfied, such sale or disposition maintains or improves such unsatisfied Collateral Quality Test; and (ii) no Default or Event of Default has occurred or is continuing or would result from such sale or disposition, and such sale or disposition will not cause a Default or Event of Default to occur, other transfer than in the case of a sale (x) that was entered into prior to such Default or Event of Default or (y) that would cure or lessen such Default or Event of Default; provided that, notwithstanding the foregoing, such sale or disposition must be approved by the Administrative Agent in its sole discretion if (i) the Coverage Tests are not satisfied, (ii) the Collateral Loan is sold for less than its Adjusted Principal Balance (except that sales for at least original purchase price (plus any related original issue discount) shall not require the Administrative Agent’s approval), (ii) either before or after giving effect to such sale or disposition, (x) more than 20% of the Collateral Loans sold by the Equityholder to the Borrower during the preceding 12-month period will have been sold, substituted or released to the Equityholder or (y) more than 10% of such sales, substitutions or 137 releases to the Equityholder during such period would consist of Defaulted Collateral Loans; provided, further that (i) the Borrower shall have the right to sell all of the Collateral Loans in whole, but not in part, on any Business Day in a sale not meeting the foregoing conditions if 100% of the proceeds thereof are used to pay all of the Obligations under the Facility Documents in full and (ii) the Borrower shall have the right to sell all or a portion of the Loan Assets Collateral Loans on any Business Day in connection with a Permitted Securitization or a Permitted Refinancing securitization (each, an “Optional Sale”), without the consent of the Administrative Agent; so long as (i) except as otherwise agreed by the Administrative Agent pursuant to Section 2.07(j)(i)(A)or its Affiliates acts as arranger) or a refinancing of such Collateral Loans that, the Borrower shall have provided to the Administrative Agent (with in either case, results in a copy to the Collateral Agent, the Collateral Administrator and the Collateral Custodian) not more than 45 days’ and at least 10 days’ prior written notice of its intent to effect an Optional Sale on the Optional Sale Date, (ii) the purchase price repayment in cash deposited in the Collection Account with respect to the Optional Sale is at least equal to the aggregate Outstanding Loan Balance full of the Loan Assets being sold and purchased in connection therewith, and otherwise complies with Obligations under the pricing requirements set forth in clause (h) below), (iii) 100% of the net proceeds of such Optional Sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, and (iv) no event has occurred and is continuing, or would result from such Optional Sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Optional Sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided, that so long as all other conditions in this clause (c) and the Agreement are satisfied in full, the Administrative Agent, in its sole and absolute discretion (upon the delivery of a Notice of Permitted Securitization in the form attached as Exhibit A setting forth the proposed offset and demonstrating compliance with clause (iv) above in connection therewith), may permit the offset (a “Permitted Offset”) by the Servicer against the required purchase price to be deposited in the Collection Account under clause (ii) or (iii) of this Section 2.07(c) (and, if applicable, clause (i) of Section 2.07(h) below) by an amount not to exceed the Minimum Credit Enhancement applicable to the Loan Assets subject to an Optional SaleFacility Documents.

Optional Sales. The Borrower In no event may on the Aggregate Principal Balance of all Collateral Obligations (including any Optional Sale DateDelinquent Obligations, prepay all or portion 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 Advances Outstanding sum of (x) the highest value of the Adjusted Pool Balance measured since the Closing 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 or other transfer of all or a portion (together with any contributions from holders of the Loan Assets Subordinated Notes) must be in connection with an amount sufficient to not cause a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), without the consent breach of the Administrative Agent; so long 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) except as otherwise agreed by the Administrative Agent pursuant 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 Section 2.07(j)(i)(Asatisfy 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, the Borrower shall have provided to the Administrative Agent (with a copy to Restructured Obligations or Defaulted Obligations where the Collateral Agent, Manager has determined in good faith that the best recovery for such Collateral Administrator and Obligations is the Collateral Custodian) not more than 45 days’ and at least 10 days’ prior written notice of its intent to effect an Optional Sale on the Optional Sale Datesale thereof, (ii) the a Collateral Obligation which is subject to contractual purchase price in cash deposited in the Collection Account with respect to the Optional Sale is at least equal to the aggregate Outstanding Loan Balance rights of the Loan Assets being sold unaffiliated third parties and purchased in connection therewith, such unaffiliated third party has exercised such right and otherwise complies with the pricing requirements set forth in clause (h) below), (iii) 100% of the net proceeds of such Optional Sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, and (iv) no event has occurred and a Collateral Obligation which is continuing, or would result from such Optional Sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Optional Sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided, that so long as all other conditions in this clause (c) being refinanced and the Agreement are satisfied in full, the Administrative Agent, in its sole and absolute discretion (upon the delivery of a Notice of Permitted Securitization in the form attached as Exhibit A setting forth the proposed offset and demonstrating compliance with clause (iv) above in connection therewith), may permit the offset (a “Permitted Offset”) by the Servicer against the required purchase price to related Obligor or new lender has requested that such Collateral Obligation be deposited in the Collection Account under clause (ii) or (iii) of this Section 2.07(c) (and, if applicable, clause (i) of Section 2.07(h) below) by an amount not to exceed the Minimum Credit Enhancement applicable to the Loan Assets subject sold to an Optional Saleunaffiliated third party for the purpose of refinancing such Collateral Obligation.

Optional Sales. The Borrower In no event may on the Aggregate Principal Balance of all Collateral Obligations (including any Optional Sale 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, prepay all or portion including the sum of the Advances Outstanding 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 or other transfer of all or a portion (together with any contributions from holders of the Loan Assets Subordinated Notes) must be in connection with an amount sufficient to not cause a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), without the consent breach of the Administrative Agent; so long 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) except as otherwise agreed by the Administrative Agent pursuant 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 Section 2.07(j)(i)(Asatisfy 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, the Borrower shall have provided to the Administrative Agent (with a copy to Restructured Obligations or Defaulted Obligations where the Collateral Agent, Manager has determined in good faith that the best recovery for such Collateral Administrator and Obligations is the Collateral Custodian) not more than 45 days’ and at least 10 days’ prior written notice of its intent to effect an Optional Sale on the Optional Sale Datesale thereof, (ii) the a Collateral Obligation which is subject to contractual purchase price in cash deposited in the Collection Account with respect to the Optional Sale is at least equal to the aggregate Outstanding Loan Balance rights of the Loan Assets being sold unaffiliated third parties and purchased in connection therewith, such unaffiliated third party has exercised such right and otherwise complies with the pricing requirements set forth in clause (h) below), (iii) 100% of the net proceeds of such Optional Sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, and (iv) no event has occurred and a Collateral Obligation which is continuing, or would result from such Optional Sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Optional Sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided, that so long as all other conditions in this clause (c) being refinanced and the Agreement are satisfied in full, the Administrative Agent, in its sole and absolute discretion (upon the delivery of a Notice of Permitted Securitization in the form attached as Exhibit A setting forth the proposed offset and demonstrating compliance with clause (iv) above in connection therewith), may permit the offset (a “Permitted Offset”) by the Servicer against the required purchase price to related Obligor or new lender has requested that such Collateral Obligation be deposited in the Collection Account under clause (ii) or (iii) of this Section 2.07(c) (and, if applicable, clause (i) of Section 2.07(h) below) by an amount not to exceed the Minimum Credit Enhancement applicable to the Loan Assets subject sold to an Optional Saleunaffiliated third party for the purpose of refinancing such Collateral Obligation.