Common use of Limitations on Sales, Substitutions and Repurchases Clause in Contracts

Limitations on Sales, Substitutions and Repurchases. i. The aggregate Outstanding Balance of all Loans (other than Warranty Loans) which are transferred by the Borrower to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment shall not exceed during any 12-month rolling period (or such lesser number of months as shall have elapsed since the Effective Date) in the aggregate twenty percent (20.00%) of the Net Purchased Loan Balance measured as of the date of such Substitution, Discretionary Sale or Restricted Payment. ii. Notwithstanding the limitation set forth in Section 2.14(f)(i), and subject to satisfaction of all other applicable requirements set forth in this Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior written consent (to be provided or withheld by the Administrative Agent in its sole discretion in each instance) for each such transfer, the Borrower may transfer Loans that are not Eligible Loans to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment in such amounts as would cause the aggregate Outstanding Balance of all Loans (other than Warranty Loans) transferred by the Borrower to the Transferor or an Affiliate thereof to exceed the limitation set forth in Section 2.14(f)(i); provided however, that such transfer may not cause the sale of Loans pursuant to the Transaction Documents to fail to qualify as a true sale such that Winston & ▇▇▇▇▇▇ LLP or another legal counsel of national standing could no longer render a customary true sale opinion with respect thereto.

Appears in 1 contract

Sources: Loan, Security and Collateral Management Agreement (AGTB Private BDC)

Limitations on Sales, Substitutions and Repurchases. i. (i) The aggregate Outstanding Balance of all Loans (other than Zero Value Assets transferred at a time when no Default or Event of Default is continuing and Warranty Loans) which are transferred by the Borrower to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment shall not exceed during any 12-month rolling period (or such lesser number of months as shall have elapsed since the Effective Date) in the aggregate twenty percent (20.00%) of the Net Purchased Loan Balance measured as of the date of such Substitution, Discretionary Sale or Restricted Paymentdividend. (ii. ) Notwithstanding the limitation set forth in Section 2.14(f)(i), and subject to satisfaction of all other applicable requirements set forth in this Section 2.14 or elsewhere in this Agreement, so long as the Administrative Agent provides its prior written consent (to be provided no Default or withheld by the Administrative Agent in its sole discretion in each instance) for each such transferEvent of Default has occurred and is continuing, the Borrower may transfer Loans that are not Eligible Loans Zero Value Assets to the Transferor or an Affiliate thereof in connection with a Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment in such amounts as would cause the aggregate Outstanding Balance of all Loans (other than Warranty Loans) transferred by the Borrower without regard to the Transferor or an Affiliate thereof to exceed the limitation set forth in Section 2.14(f)(i); provided however, that such transfer may not cause the sale of Loans pursuant to the Transaction Documents to fail to qualify as a true sale such that Winston & ▇▇▇▇▇▇ Milbank LLP or another legal counsel of national standing could no longer render a customary true sale opinion with respect thereto.

Appears in 1 contract

Sources: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)