Common use of Limitations on Sales and Substitutions Clause in Contracts

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets and Liquid Credit Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided provided, that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets and Liquid Credit Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced (whether by the Administrative Agent or automatically) after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, any Loan Asset that has an Assigned Value of zero, any Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: (A) if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase; and (B) if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within 90 days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event" shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than 90 days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets and Liquid Credit Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided provided, that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets and Liquid Credit Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced (whether by the Administrative Agent or automatically) after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, any Loan Asset that has an Assigned Value of zero, any Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: (A) if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase),and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall be determined as of the Cut-Off Date for such repurchase; and (B) if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within 90 days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of “Advance Rate” and “Value Adjustment Event” shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than 90 days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall be determined as of the Cut-Off Date for such repurchase.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan AssetsAssets and Loan Assets transferred in connection with a CLO Takeout) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 2030% of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) and Loan Assets transferred in connection with a CLO Takeout) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release substitution or sale, is not greater than 1020% of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate any direct or indirect parent of the Transferor during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell or transfer any Defaulted LoanLoan (subject to the immediately preceding sentence), any Loan Asset that has an Assigned Value of zero, any Margin Stock or any Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) any Person at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall be required for any such sale. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: (A) if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase; and (B) if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within 90 days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event" shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than 90 days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 2030% of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Cut‑Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release substitution or sale, is not greater than 1020% of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate any direct or indirect parent of the Transferor during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell or transfer any Defaulted LoanLoan (subject to the immediately preceding sentence), any Loan Asset that has an Assigned Value of zero, any Margin Stock or any Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) any Person at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall be required for any such sale. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: (A) if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase; and (B) if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within 90 days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event" shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than 90 days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 2030% of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release substitution or sale, is not greater than 1020% of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate any direct or indirect parent of the Transferor during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell or transfer any Defaulted LoanLoan (subject to the immediately preceding sentence), any Loan Asset that has an Assigned Value of zero, any Margin Stock or any Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) any Person at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall be required for any such sale. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: (A) if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase; and (B) if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within 90 days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of "Advance Rate" and "Value Adjustment Event" shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than 90 days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of "Advance Rate" and "Value Adjustment Event", shall be determined as of the Cut-Off Date for such repurchase.

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan AssetsAssets and, during the first twelve (12) calendar months after the Closing Date, Broadly Syndicated Loans) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 2025% of the average of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be)) and the applicable date of determination; provided that the Outstanding Balance of all Loan Assets (other than (i) Warranty Breach Loan AssetsAssets and (ii) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced Loans sold by the Administrative Agent after the applicable Cut-Off Date Borrower on not more than two (2) occasions during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during ) sold to Affiliates of the period commencing on the Closing DateTransferor pursuant to Section 2.07(a), after giving effect to such substitution, release or sale, is shall not greater than 10at any time after the Closing Date exceed 20% of the Total Borrower Capitalization Net Purchased Loan Balance (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the first day of such twelve (12) calendar month period (or as of the Closing DateRequired Lenders, as the case may beeach in its sole discretion)). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate thereof during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 10% of the average of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be)) and the applicable date of determination; provided that if any such sale would exceed such limit, the Administrative Agent has given its prior written consent unless such sale meets the requirements set forth in Section 2.07(d) above. Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall be required for any such sale.

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than (w) Warranty Breach Loan Assets, (x) Zero Value Assets, (y) Removed Loan Assets and (z) any Discretionary Sales to Persons other than the Transferor or Affiliates of the Transferor of Loan Assets within 30 days of the applicable Cut-Off Date with respect to the applicable Loan Asset, but only if prior written notice has been given by the Borrower to the Administrative Agent that the Borrower intends to originate and syndicate such Loan Asset that is subject to such Discretionary Sale) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 2025% of the average of the Total Borrower Capitalization as of the first day of during such twelve (12) calendar month period (or as of the Closing Date, as the case may be)period; provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets, Zero Value Assets and Removed Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) that are not Defaulted Loans or whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 1020% of the average of the Total Borrower Capitalization as of the first day of during such twelve (12) calendar month period (or as of the Closing Date, as the case may be)period. The Outstanding Balance of all Defaulted Loans and/or Loan Assets whose Assigned Value was reduced by the Administrative Agent after the applicable Cut-Off Date (in each case other than Warranty Breach Loan Assets, Zero Value Assets and Removed Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the average Total Borrower Capitalization as of the first day of during such twelve (12) calendar month period (or as of the Closing Date, as the case may be)period. Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security Loan to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.

Limitations on Sales and Substitutions. The Outstanding Balance outstanding principal balance of all Loan Warehouse Assets (other than Warranty Breach Loan Warehouse Assets) sold pursuant to Section 2.07(a2.13(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Warehouse Closing Date, during the period commencing on the Warehouse Closing Date), after giving effect to such substitution or sale, shall is not be greater than 20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Warehouse Closing Date, as the case may be); provided that the Outstanding Balance outstanding principal balance of all Loan Warehouse Assets (other than Warranty Breach Loan Warehouse Assets) sold to Affiliates of the Transferor Borrower pursuant to Section 2.07(a2.13(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Warehouse Closing Date, during the period commencing on the Warehouse Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Warehouse Closing Date, as the case may be). The Outstanding Balance outstanding principal balance of all Defaulted Loans Assets (other than Warranty Breach Loan Warehouse Assets) sold pursuant to Section 2.07(a2.13(a) to the Transferor or an Affiliate of the Borrower during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Warehouse Closing Date, during the period commencing on the Warehouse Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Warehouse Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted LoanAsset, Margin Stock or Equity Security to Persons other than Affiliates of the Transferor Borrower pursuant to Section 2.07(a2.13(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 2025% of the Total Borrower Capitalization as highest aggregate Outstanding Balance of the first day Collateral of any month during such twelve (12) calendar 12 month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as highest aggregate Outstanding Balance of the first day Collateral of any month during such twelve (12) calendar 12 month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the Total Borrower Capitalization as highest aggregate Outstanding Balance of the first day Collateral of any month during such twelve (12) calendar 12 month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: a. if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall be determined as of the Cut-Off Date for such repurchase; and b. if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within 90 days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent, provided, that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of “Advance Rate” and “Value Adjustment Event” shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than 90 days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall be determined as of the Cut-Off Date for such repurchase.

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than (w) Warranty Breach Loan Assets, (x) Zero Value Assets, (y) Removed Loan Assets and (z) any Discretionary Sales to Persons other than the Transferor or Affiliates of the Transferor of Loan Assets within 30 days of the applicable Cut-Off Date with respect to the applicable Loan Asset, but only if prior written notice has been given by the Borrower to the Administrative Agent that the Borrower intends to originate and syndicate such Loan Asset that is subject to such Discretionary Sale) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 2025% of the average of the Total Borrower Capitalization as of the first day of during such twelve (12) calendar month period (or as of the Closing Date, as the case may be)period; provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets, Zero Value Assets and Removed Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) that are not Defaulted Loans or whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 1020% of the average of the Total Borrower Capitalization as of the first day of during such twelve (12) calendar month period (or as of the Closing Date, as the case may be)period. The Outstanding Balance of all Defaulted Loans and/or Loan Assets whose Assigned Value was reduced by the Administrative Agent after the applicable Cut-Off Date (in each case other than Warranty Breach Loan Assets, Zero Value Assets and Removed Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the average Total Borrower Capitalization as of the first day of during such twelve (12) calendar month period (or as of the Closing Date, as the case may be)period. Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security Loan to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale.. USActive 55125247.5 71

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan AssetsAssets and, during the first twelve (12) calendar months after the Closing Date, Broadly Syndicated Loans) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall not be greater than 2025% of the average of the Total Borrower Capitalization (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)) as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be)) and the applicable date of determination; provided that the Outstanding Balance of all Loan Assets (as defined in the Purchase and Sale Agreement) sold and/or contributed to the Borrower by the Transferor (other than (i) Warranty Breach Loan Assets) and (ii) Broadly Syndicated Loans sold by the Borrower on not more than two (2) occasions during the first twelve (12) calendar months after the Closing Date)then later sold back or distributed to Affiliates of the Transferor pursuantor to Section 2.07(a)an Affiliate thereof, after giving effect to such substitution, releasesales or salecontribution, shall not at any time after the Closing Date exceed 20% of the Net Purchased Loan Balance (or such greater percentage as agreed to by the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion)). The Outstanding Balance of all Defaulted Loans sold and/or contributed to the Borrower by the Transferor (other than Warranty Breach Loan Assets) and then later sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value 2.07(a)back or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by distributed to the Administrative Agent after the applicable Cut-Off Date Transferor or an Affiliate thereof during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitutionsubstitutionsales or salecontribution , release or sale, is shall not be greater than thanat any time after the Closing Date exceed 10% of the average of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance ) and the applicable date of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to determination; provided that if any such substitution or sale, shall not be greater than 10% of the Total Borrower Capitalization as of the first day of sale would exceed such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoinglimit, the Borrower shall be permitted to sell any Defaulted Loan, Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the Administrative Agent has given its prior written consent of unless such sale meets the Administrative Agent shall be required for any such sale.requirements set forth in Section 2.07(d)

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 20% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be); provided that the Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) sold to Affiliates of the Transferor pursuant to Section 2.07(a) whose Assigned Value or Assigned Value (Broadly Syndicated Loan), as applicable, was not reduced by the Administrative Agent after the applicable Cut-Off Date during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution, release or sale, is not greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). The Outstanding Balance of all Defaulted Loans (other than Warranty Breach Loan Assets) sold pursuant to Section 2.07(a) to the Transferor or an Affiliate during the preceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the period commencing on the Closing Date), after giving effect to such substitution or sale, shall is not be greater than 10% of the Total Borrower Capitalization as of the first day of such twelve (12) calendar month period (or as of the Closing Date, as the case may be). Notwithstanding the foregoing, the Borrower shall be permitted to sell any Defaulted Loan, any Loan Asset that has an Assigned Value of zero, any Margin Stock or Equity Security to Persons other than Affiliates of the Transferor pursuant to Section 2.07(a) at any time; provided that, during the continuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any such sale. The limitations set forth in this clause (e)(i) shall not include (x) any Liquid Credit Loan Asset or (y) any two Private Credit Loan Assets sold during first twelve (12) calendar months after the Closing Date. (ii) Any Loan Asset that has been sold pursuant to Section 2.07(a) or substituted pursuant to Section 2.07(b) shall be subject to the following additional requirements if subsequently reacquired hereunder as a Specified Loan Asset: a. if, immediately prior to such sale, substitution or release, such Loan Asset is subject to a Value Adjustment Event, (i) if such Value Adjustment Event has been cured prior to the repurchase date, such repurchase shall not require the consent of the Administrative Agent; provided that the Advance Rate with respect to such Loan Asset, and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall instead be determined as of the date of such sale, substitution or release (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such Value Adjustment Event has not been cured, such repurchase shall be subject to the prior consent of the Administrative Agent in its sole discretion and the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall be determined as of the Cut-Off Date for such repurchase; and b. if, immediately prior to such sale, substitution or release, such Loan Asset is not subject to a Value Adjustment Event, (i) if such repurchase is consummated within ninety (90) days of the date of such sale, substitution or release, such repurchase shall not require the consent of the Administrative Agent; provided that the Advance Rate with respect to such Loan Asset and each calculation to be made as of the applicable Cut-Off Date pursuant to the definitions of “Advance Rate” and “Value Adjustment Event” shall instead be determined as of the date such Loan Asset was sold, substituted or released (and not as of the actual Cut-Off Date for such repurchase), and (ii) if such repurchase is consummated more than ninety (90) days from the date of such sale, substitution or release, then the Advance Rate with respect to such Loan Asset, and each calculation pursuant to the definitions of “Advance Rate” and “Value Adjustment Event”, shall be determined as of the Cut-Off Date for such repurchase.