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 Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased Loan Balance; provided, that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale or substitution that would result in the aggregate Outstanding Balance of all Subject Loan Assets to be in excess of 50.0% of the SLA Threshold Amount.

Limitations on Sales and Substitutions. The aggregate Outstanding Balance Balances of all Loan Assets Loans (other than Warranty Loan AssetsLoans, Credit Risk Loans, Equity Securities and Defaulted Loans) sold or otherwise disposed of pursuant to this Section 2.07, including without the consent of the Facility Agent in accordance with Section 2.07(a) (iin each case, other than Loans subject to a Revaluation Event described in clause (a) sold or clause (b) (solely with respect to a Specified Material Modification) of the definition of “Revaluation Event”, substituted pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B)) during the Post12-Specified Periodmonth period (or such lesser number of months as shall have elapsed as of such date) immediately preceding the proposed date of sale or substitution, the sale of which maintains or improves any Borrowing Base Deficiency then in existence)as applicable, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased highest Aggregate Outstanding Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed as of such date); provided that, if any such sale, substitution or release occurs after the end of the Reinvestment Period, then unless the consent of the Facility Agent is obtained, the Proceeds received in connection therewith shall be equal to or greater than the Adjusted Balance of each such Loan Balanceso sold, substituted or released; providedprovided further that, notwithstanding the foregoing limitation, the Servicer may direct the sale of any Credit Improved Loan if, as certified in writing to the Facility Agent prior to the date of such sale, either (i) the Proceeds from such sale shall be greater than the greater of (1) the Purchase Price and (2) the Outstanding Balance of such Credit Improved Loan; or (ii) during the Reinvestment Period, the Servicer determines in accordance with the Servicing Standard that it will, within 30 days of such sale, be able to enter into binding commitments to reinvest all or a portion of the Proceeds from such sale in one or more additional Eligible Loans with an aggregate Outstanding Balance (together with any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken Underlying Collateral irrevocably contributed by the Servicer or an Affiliate thereof (directly or indirectlythe Equityholder on behalf of the Borrower prior to such sale) or at least equal to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act greater of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale Purchase Price and (2) for which Mxxxxx Sxxxxxx Senior Fundingthe Outstanding Balance of such Credit Improved Loan. Notwithstanding the foregoing (i) no sale, Inc. substitution or an Affiliate thereof acts as an underwriter or placement agentrepurchase pursuant to this Section 2.07, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) including with respect to any sale of Loan Assets to such collateralized loan obligation Substitute Loan, Credit Risk Loan, Credit Improved Loan, Equity Security or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transactionDefaulted Loan, shall be excluded from result in a Borrowing Base Deficiency unless the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Facility Agent (in its sole discretion) is obtained; and (ii) in the event that a Borrowing Base Deficiency shall exist immediately prior to any such sale, substitution or repurchase, the Borrower may only effect such sale, substitution or repurchase (1) with the prior written consent of the Facility Agent in its sole discretion if such Borrowing Base Deficiency will not be required for cured following such sale, substitution or repurchase and (2) so long as, immediately after giving effect to such sale, substitution or repurchase (and any other sale or substitution that would result in the aggregate Outstanding Balance of all Subject Loan Assets to be in excess of 50.0% of the SLA Threshold Amounttransfer substantially contemporaneous therewith), such Borrowing Base Deficiency is reduced or cured.

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) (i) Loans sold pursuant to Section 2.07(b2.07 during any twelve (12) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) calendar months shall not exceed 2025% of the Net Purchased highest aggregate Outstanding Balance of the Collateral Portfolio of any month during such 12 month period (or such lesser number of months as shall have elapsed as of such date); provided that, subject to the limitations set forth in Section 2.07(f), any Warranty Breach Loan Balance; providedAsset, that any Loan Asset that as of any date of determination does not satisfy the definition of “Eligible Loan Asset” or any Loan sold to any collateralized loan obligation (or, in the case of clause (z)(IIz) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’sarm's-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets Loans to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “"rebalancing” " (and for the avoidance of doubt any Loans that have been sold for the purposes of rebalancing will not comprise a material portion of the ramping the transactionof any collateralized loan obligation or credit facility), shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’sarm's-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale or substitution that would result in the aggregate Outstanding Balance of all Subject Loan Assets to be in excess of 50.0% of the SLA Threshold Amountvalue.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) (i) sold pursuant to Section 2.07(b2.07(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, is not greater than 25% of the highest aggregate Outstanding Balance of the Collateral of any month during such 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 Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted Transferor pursuant to Section 2.07(a) (other than at any time; provided that, during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Periodcontinuance of an Event of Default, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased Loan Balance; provided, that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale 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 would result in the aggregate Outstanding Balance of all Subject Advance Rate with respect to such Loan Assets Asset, and each calculation to be in excess of 50.0% made as of the SLA Threshold Amountapplicable 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.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B2.07(a) during the Post-Specified Periodpreceding period of twelve (12) calendar months (or for the first twelve (12) calendar months after the Closing Date, during the sale of which maintains or improves any Borrowing Base Deficiency then in existenceperiod commencing on the Closing Date), (ii) sold pursuant after giving effect to Section 2.07(e) to the Originator such substitution or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Periodsale, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20be greater than 30% of the Net Purchased Loan Balanceaverage 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 (such limit, the “Discretionary Trading Limit”); provided, provided that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the numerator in the foregoing threshold thresholds so long as such Loan Asset is sold on arm’s-length terms for fair market value (as determined as required by, and by the Servicer in accordance withwith the Servicing Standard and (x) for which Xxxxxx Xxxxxxx Asset Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent or (y) consented to in writing by the Administrative Agent. The Outstanding Balance of all Transferred Assets sold pursuant to Section 2.07(a) to the Transferor or an Affiliate thereof at all times following the Closing Date, together with the Outstanding Balance of any Transferred Assets distributed to the Transferor as a Restricted Junior Payment pursuant to Section 5.02(m), after giving effect to such sale, shall not be greater than 20% of the Net Purchased Loan Balance as of the applicable date of determination (such limit, the U.S. Investment Advisers Act of 1940, as amended“Affiliate Sale Limit”). For Notwithstanding the avoidance of doubtforegoing, the 10% threshold set forth in the second sentence of this clause (f) Borrower shall be a sub-limit permitted to sell or transfer (x) in each case subject to the Affiliate Sale Limit but not subject to the Discretionary Trading Limit, (A) any Defaulted Loan, (B) any Loan Asset that has an Assigned Value of zero (including Loan Assets that are not Eligible Loan Assets), (C) any Broadly Syndicated Loan, (D) any Credit Risk Loan, (E) any Loan Asset whose Assigned Value was subject to automatic valuation after the occurrence of any Value Adjustment Event or (F) any Loan Asset whose Assigned Value was disputed by the Borrower pursuant to Assigned Value (Private Credit) or Market Value and (y) without regard to the Discretionary Trading Limit or the Affiliate Sale Limit, (A) any Margin Stock, (B) any Equity Security to Persons other than Affiliates of the 20% threshold set forth Transferor pursuant to Section 2.07(a) at any time, (C) any sale to a collateralized loan obligation or other account owned or managed by the Transferor, the BDC Advisor or their Affiliates that is in compliance with the proviso to the first sentence of this clause Section 2.07(e)(i), or (f). Notwithstanding anything D) any sale of a Loan subject to a workout, restructuring or other amendment that the contrary hereinServicer determines in accordance with the Servicing Standard will be ineligible for the Borrower to participate in; provided that, solely during the Specified Periodcontinuance of an Event of Default, the prior written consent of the Administrative Agent shall be required for any sale 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 would result in the aggregate Outstanding Balance of all Subject Advance Rate with respect to such Loan Assets Asset, and each calculation to be in excess of 50.0% made as of the SLA Threshold Amountapplicable 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.

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence)Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased Loan Balance; provided, provided that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’sarm's-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “"rebalancing” " and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’sarm's-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “"rebalancing” " and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’sarm's-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale or substitution that would result in the aggregate Outstanding Balance of all Subject Loan Assets to be in excess of 50.0% of the SLA Threshold Amount.

Limitations on Sales and Substitutions. (i) The Outstanding Balance of all Loan Assets (other than Warranty Breach Loan Assets) (i) sold pursuant to Section 2.07(b2.07(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, is not greater than 25% of the highest aggregate Outstanding Balance of the Collateral of any month during such 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 Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted Transferor pursuant to Section 2.07(a) (other than at any time; provided that, during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Periodcontinuance of an Event of Default, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased Loan Balance; provided, that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale such sale. |US-DOCS\148390876.14|| (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 would result in the aggregate Outstanding Balance of all Subject Advance Rate with respect to such Loan Assets Asset, and each calculation to be in excess of 50.0% made as of the SLA Threshold Amountapplicable 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.

Limitations on Sales and Substitutions. The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence) shall not exceed 20% of the Net Purchased Loan Balance; provided, that any Loan Asset sold to any collateralized loan obligation (or, in the case of clause (z)(II) below, any credit facility) undertaken by the Servicer or an Affiliate thereof (directly or indirectly) or to GC Advisors LLC (or an Affiliate) for a substantially concurrent transfer to a special purpose vehicle in accordance with the No-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to the proposed date of sale and (2) for which Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan Balance in any twelve-month period unless otherwise consented to by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale or substitution that would result in the aggregate Outstanding Balance of all Subject Loan Assets to be in excess of 50.0% of the SLA Threshold Amount.

Limitations on Sales and Substitutions. (a) The Outstanding Principal Balance of all Loan Assets Collateral Loans (other than Warranty Loan Assets) (iCollateral Loans) sold pursuant to Section 2.07(b10.01(a) to Persons other than the Originator or its Affiliates (other than during the Specified Period and the Post-Specified Period, Subject Loan Assets (A) sold at fair market value and (B) during the Post-Specified Period, the sale of which maintains or improves any Borrowing Base Deficiency then in existence), (ii) sold substituted pursuant to Section 2.07(e) 10.03 to the Originator Equityholder or an Affiliate thereof and (iii) substituted or released to the Equityholder pursuant to a Collateral Loan Dividend in accordance with Section 2.07(a) (other than during the Specified Period and the Post-Specified Period Subject Loan Assets (A) sold at fair market value and (B10.01(d) during any 12-month period immediately preceding the Post-Specified Periodproposed date of sale, the sale dividend or substitution (or such lesser number of which maintains or improves any Borrowing Base Deficiency then in existencemonths as shall have elapsed as of such date) shall not exceed 20% of the Net Purchased Loan Balancehighest aggregate Principal Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed as of such date); provided, provided that any Loan Asset sold the requirements of Section 10.04(a) may be waived by the Administrative Agent in its sole discretion. (b) The Principal Balance of all Eligible Collateral Loans subject to any collateralized loan obligation (or, in the case of clause (z)(IIa) below, any credit facilityor (b) undertaken by of the Servicer definition of “Asset Value Adjustment Event” (other than Warranty Collateral Loans) sold or transferred to the Equityholder (or an Affiliate thereof (directly or indirectlythereof) or substituted pursuant to GC Advisors LLC (or an AffiliateSection 10.03(a) for a substantially concurrent transfer to a special purpose vehicle in accordance with during the No12-Action Relief shall be excluded from the numerator in the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended) (x) (1) for which the closing date was within the two months prior to month period immediately preceding the proposed date of sale and or substitution (2or such lesser number of months as shall have elapsed as of such date) for which Mxxxxx Sxxxxxx Senior Funding, Inc. or an Affiliate thereof acts as an underwriter or placement agent, (y) consented to in writing by the Administrative Agent or (z) (I) with respect to a collateralized loan obligation, that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Loan Assets to such collateralized loan obligation and (II) with respect to any sale of Loan Assets to such collateralized loan obligation or credit facility, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended); provided, further, that the aggregate Loan Assets sold pursuant to Section 2.07(e) to any collateralized loan obligation undertaken by the Servicer or an Affiliate thereof (directly or indirectly) and for which the closing date was within the two months prior to the proposed date of sale that otherwise does not meet the requirements of the immediately preceding proviso, shall not exceed 10% of the Net Purchased Loan highest aggregate Principal Balance in of any twelvemonth during such 12-month period unless otherwise consented to (or such lesser number of months as shall have elapsed as of such date); provided that the requirements of Section 10.04(b) may be waived by the Administrative Agent. The Outstanding Balance of all defaulted Loan Assets (other than Warranty Loan Assets) (i) sold pursuant to Section 2.07(b) to Persons other than the Originator or Agent in its Affiliates, (ii) sold pursuant to Section 2.07(e) to the Originator or an Affiliate thereof and (iii) substituted pursuant to Section 2.07(a) shall not exceed 10% of the Net Purchased Loan Balance; provided that any Loan Asset sold to any credit facility undertaken by the Servicer or an Affiliate thereof (directly or indirectly) (x) that had its effective date and was declared fully ramped up (whether by meeting its target initial par amount requirement or otherwise) by the Servicer prior to the sale of Eligible Loan Assets to such collateralized loan obligation and (y) with respect to any sale of Eligible Loan Assets to such collateralized loan obligation, such sale is being performed by the Servicer for the purpose of “rebalancing” and not ramping the transaction, shall be excluded from the foregoing threshold so long as such Loan Asset is sold on arm’s-length terms for fair market value (determined as required by, and in accordance with, the U.S. Investment Advisers Act of 1940, as amended). For the avoidance of doubt, the 10% threshold set forth in the second sentence of this clause (f) shall be a sub-limit of the 20% threshold set forth in the first sentence of this clause (f). Notwithstanding anything to the contrary herein, solely during the Specified Period, the written consent of the Administrative Agent shall be required for any sale or substitution that would result in the aggregate Outstanding Balance of all Subject Loan Assets to be in excess of 50.0% of the SLA Threshold Amountsole discretion.