Common use of Discretionary Sales Clause in Contracts

Discretionary Sales. Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Borrower shall be permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Default or Event of Default shall have occurred; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole discretion prior to the pricing date of such Term Securitization (which consent shall be irrevocable following such pricing date).

Discretionary Sales. Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Borrower shall be permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Default or Event of Default shall have occurred; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) and (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole discretion prior to the pricing date of such Term Securitization (which consent shall be irrevocable following such pricing date).

Discretionary Sales. Upon not less than one (1) Business Day prior written notice Subject to the Administrative Agent (with a copy to the Collateral CustodianSection 2.07(d), the Borrower shall be permittedmay sell any Loan to any Person, including Affiliates of the Transferor subject to clauses (e) and (fSection 2.07(f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Unmatured Event of Default or Event of Default shall have occurred; , (ii) notwithstanding anything except as set forth below in Section 2.142.07(d)(ii) or unless the Administrative Agent shall have provided prior written consent, the sale price of any such Loan sold pursuant to a Discretionary Sale shall be equal to or greater than its Adjusted Borrowing Value, (iii) 100% of the proceeds from the sale of the Loan(s) in connection with such Discretionary Sale are deposited in the Collection Account, (iv) immediately after giving effect to such Discretionary Sale, no Borrowing Base Deficiency exists and (av) there shall after giving effect to any such sale, the Collateral Quality Tests are satisfied or, if not exist satisfied, would be maintained or improved; provided that, in the event a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale have existed immediately prior to giving effect to such Discretionary Sale, the pricing Borrower may (x) with the consent of such Term Securitizationthe Administrative Agent, and (2) such requirement shall not apply with respect to effect a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitizationso long as, such requirement shall be calculated immediately after giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent shall have consented in writing to such Discretionary Sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency is reduced or (y) without the consent of the Administrative Agent, effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary Sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency will be cured. Notwithstanding the foregoing, the Borrower shall be permitted to sell ineligible Portfolio Assets (including any Equity Security or Margin Stock) and any portion of a Loan in its sole discretion excess of the applicable Concentration Limitations, subject to Section 2.07(f), in each case (A) for fair market value (as determined by the Servicer), (B) so long as, after giving effect to any such sale, the Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved and (C) in the event a Borrowing Base Deficiency shall have existed immediately prior to the pricing date of giving effect to such Term Securitization (which consent shall be irrevocable following sale, immediately after giving effect to such pricing date)sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency is reduced or cured.

Discretionary Sales. Upon not Subject to Sections 2.14(e) and (f), the Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) so long as (i) the Borrower provides no less than one (1) Business Day Day’s prior written notice to the Administrative Agent (with a copy to the Collateral CustodianAgent and the Lenders) of such sale (other than the sale of a Broadly Syndicated Loan, in which case notice shall be provided at the time of such sale), the Borrower shall be permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) so long as (iii) no Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Default or Event of Default shall have occurred; , (iiiii) notwithstanding anything set forth below in Section 2.14unless the Administrative Agent has provided its prior written consent, the sale price (as a percentage of par) of each Loan (other than a Broadly Syndicated Loan) sold pursuant to a Discretionary Sale shall be greater than or equal to its Assigned Value and (iv) immediately after giving effect to such Discretionary Sale, (a) there shall not exist no Borrowing Base Deficiency exists; provided that, in the event a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale have existed immediately prior to giving effect to such Discretionary Sale, the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to Borrower may effect a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitizationso long as, such requirement shall be calculated immediately after giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole discretion and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency is (i) cured or (ii) with the Administrative Agent’s prior to the pricing date of such Term Securitization (which consent shall be irrevocable following such pricing date)written consent, reduced.

Discretionary Sales. Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Borrower shall be permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) so long as (i) no Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Default or Event of Default shall have occurred; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to [Investcorp] Loan and Security Agreement the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole discretion prior to the pricing date of such Term Securitization (which consent shall be irrevocable following such pricing date).

Discretionary Sales. Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the The Borrower shall be permitted, subject to clauses (e) and (f) below, permitted to sell Loans (or portions thereof)Loan Assets to Persons, including any sale contemplated by Section 2.6(iv) hereofAffiliates of the Transferor, from time to time prior to the declaration or automatic occurrence of the Facility Maturity Date (eachsuch sale, a “Discretionary Sale”) so long as ); provided that (i) the proceeds of such sale shall be deposited into the Principal Collection Subaccount to be disbursed in accordance with Section 2.04 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; provided that, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Discretionary Sale, the Borrower may (x) with the written consent of Default has occurred and is continuing andthe Administrative Agent, effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary SaleSale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, no Default such Borrowing Base Deficiency is reduced or Event (y) without the consent of Default shall have occurred; (ii) notwithstanding anything set forth below in Section 2.14the Administrative Agent, effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary SaleSale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, (a) there shall not exist a such Borrowing Base Deficiency will be cured, (provided iv) 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 (other than any Unmatured Event of Default that will be cured in accordance with clause (1iii) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitizationabove, and (2v) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated after giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of any such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement)sale, the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole discretion prior to the pricing date of such Term Securitization (which consent shall Collateral Quality Tests are satisfied or, if not satisfied, would be irrevocable following such pricing date)maintained or improved.