Common use of Discretionary Sales Clause in Contracts

Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and, immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency shall be cured or closer to being cured and (iii) the prior written consent of the Agent shall be required if such Loan Asset is sold for an amount which is less than the Adjusted Borrowing Value.

Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time, without the consent of the Administrative Agent (so long as such Loan Asset is sold for an amount at least equal to the Adjusted Borrowing Value), to Persons including the Transferor and its Affiliates; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as such Loan Asset is sold for an amount at least equal to the Agent shall approve of such sale and, immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneous therewith, the Adjusted Borrowing Base Deficiency shall be cured or closer to being cured Value and (iii) the prior written consent of the Administrative Agent shall be required if such Loan Asset is sold for an amount which is less than the Adjusted Borrowing Value. The Administrative Agent shall use all commercially reasonable efforts to respond to any approval request in a timely manner.

Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than Persons, including the Transferor or its and Affiliates of the Transferor, from time to timetime prior to the declaration or automatic occurrence of the Facility Maturity Date (such sale, a "Discretionary Sale"); provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, (ii) any sale to an Affiliate of the Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no event Borrowing Base Deficiency shall exist, (iv) except for any sale permitted by the first sentence of Section 2.07(d), no Event of Default has occurred, occurred and is continuing or would result from such sale, which constitutes an and no Unmatured Event of Default and no event has occurred and is continuing, continuing or would result from such salesale (other than, which constitutes in each case, with respect to any sale of a Loan Asset necessary to cure a Borrowing Base Deficiency in accordance with Section 2.06, an Event of Default or an Unmatured Event of Default or a arising solely pursuant to such Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency ) and (and any Unmatured Event of Default arising therefromv) so long as the Agent shall approve of such sale and, immediately after giving effect to any such sale and any other substitution or transfer substantially contemporaneous therewithsale, the Borrowing Base Deficiency Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved. The limitations set forth in this Section 2.07(a) shall be cured not apply to a sale of assets pursuant to Section 2.07(b), (f) or closer to being cured and (iii) the prior written consent of the Agent shall be required if such Loan Asset is sold for an amount which is less than the Adjusted Borrowing Valueg).

Discretionary Sales. The Subject to the provisions of this Section 2.07, the Borrower shall be permitted to sell Loan Assets to Persons other than Persons, including the Transferor or and its Affiliates Affiliates, from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, and (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and (that has not been waived), no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and, immediately before and after giving effect to such sale and any other substitution or transfer substantially contemporaneous therewith, the no Borrowing Base Deficiency shall be cured or closer to being cured and exist (iii) unless such requirements are waived by the Administrative Agent in its sole discretion); provided further that the prior written consent of the Administrative Agent shall be required if (i) the sale price of such Loan Asset is sold for an amount which is less than the Adjusted Borrowing ValueValue of such Loan Asset multiplied by the Applicable Percentage of such Loan Asset or (ii) at any time from and after the end of the Reinvestment Period, if the sale price of Loan Asset is less than the Adjusted Borrowing Value of such Loan Assets.

Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than Persons, including the Transferor or its and Affiliates of the Transferor, from time to timetime prior to the declaration or automatic occurrence of the Facility Maturity Date (such sale, a “Discretionary Sale”); provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, (ii) any sale to the Transferor or an Affiliate of the Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist, (iv) no event has occurredoccurred and is continuing, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or (other than, in each case, with respect to any sale of a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as Asset necessary to facilitate a cure of a Borrowing Base Deficiency (and any in accordance with Section 2.06, an Event of Default or an Unmatured Event of Default arising therefromsolely pursuant to such Borrowing Base Deficiency), and (v) so long as the Agent shall approve of such sale and, immediately after giving effect to any such sale and any other substitution or transfer substantially contemporaneous therewithsale, the Borrowing Base Deficiency shall Collateral Quality Tests are satisfied or, if not satisfied, would be cured maintained or closer to being cured and (iii) the prior written consent of the Agent shall be required if such Loan Asset is sold for an amount which is less than the Adjusted Borrowing Valueimproved.

Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and, immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency shall be cured or closer to being cured and (iii) the prior written consent of the Agent shall be required if such any Loan Asset with an Outstanding Balance greater than 2% of the aggregate Outstanding Balance of all Loan Assets is sold for an amount which is less than the Adjusted Borrowing Value.

Discretionary Sales. The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof or reinvested, prior to the end of the Reinvestment Period, in additional Eligible Loan Assets in accordance with Section 2.21 hereof, (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and, immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency shall be cured or closer to being cured and (iii) the prior written consent of the Agent shall be required if such suchany Loan Asset with an Outstanding Balance greater than 2% of the aggregate Outstanding Balance of all Loan Assets is sold for an amount which is less than the Adjusted Borrowing Value.