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

Limitations on Sales, Substitutions and Repurchases. (i) The Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were included in all Lien Release Dividends or substituted by the Borrower pursuant to Section 2.07(a), in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date or date of substitution, as applicable, does not exceed 10% of the 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). Any Lien Release Dividend or substitution of a “Delinquent Loan” or a “Charged-Off Loan” (as each such term is defined in the Original Agreement) effected pursuant to the Original Agreement during the 12-month period immediately preceding the date of determination shall be included in this calculation. (ii) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b), sold without the consent of the Agent in accordance with Section 2.07(c) (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to Section 2.07(a) or released pursuant to Section 2.07(d) during the 12-month period immediately preceding the proposed date of sale, substitution or Lien Release Dividend (or such lesser number of months as shall have elapsed as of such date) does not exceed 20% of the 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). Any “Discretionary Sale”, “Optional Sale”, “Substitute Loan” or “Lien Release Dividend” (as each such term is defined in the Original Agreement) effected pursuant to the Original Agreement during the 12-month period immediately preceding the date of determination shall be included in this calculation.

Limitations on Sales, Substitutions and Repurchases. (i) The aggregate Outstanding Balance of all Loan Assets subject Loans which are sold or intended to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were included in all Lien Release Dividends or substituted be sold by the Borrower pursuant to Section 2.07(a), in each case during the any 12-month rolling period immediately preceding the proposed Lien Release Dividend Date or date of substitutionshall not exceed, as applicablecollectively, does not exceed 1020% of the highest aggregate Outstanding Balance (assuming, for these purposes, that any amount prepaid in the ordinary course had not been so repaid) of any month all Loans during such the 12-month period preceding such date (or such lesser number of months as shall have elapsed since the Closing Date as of such date). Any Lien Release Dividend ; provided that, the limitation set forth in this clause (f)(i) shall not apply with respect to (x) any Substitution or substitution Discretionary Sale of a “Delinquent Loan” Loan with an Assigned Value of zero, (y) any Discretionary Sale to a Person established in connection with a Permitted Securitization so long as the Administrative Agent has provided its prior written consent (in its sole discretion) to such Discretionary Sale or (z) any Discretionary Sale pursuant to a refinancing of the entire facility (or, if approved by the Administrative Agent in its sole discretion, a refinancing of a portion of the facility) provided under this Agreement (including, but not limited to, where the Lender is acting as a lender under such arrangement) and the payment of the Commitment Reduction Fee. (ii) The aggregate Outstanding Balance of all Loans which are sold or intended to be sold by the Borrower to an Affiliate of the Borrower or the Equityholder in connection with a Substitution or a “ChargedDiscretionary Sale during any 12-Off Loan” month rolling period shall not exceed, collectively, 20% of the highest aggregate Outstanding Balance (as each such term is defined assuming, for these purposes, that any amount prepaid in the Original Agreementordinary course had not been so repaid) effected pursuant to the Original Agreement of all Loans during the 12-month period immediately preceding the such date of determination shall be included in this calculation. (ii) The Outstanding Balance of all Loan Assets (other than Warranty Loan Assets) sold pursuant to Section 2.07(b), sold without the consent of the Agent in accordance with Section 2.07(c) (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to Section 2.07(a) or released pursuant to Section 2.07(d) during the 12-month period immediately preceding the proposed date of sale, substitution or Lien Release Dividend (or such lesser number of months as shall have elapsed as of such date) does not exceed 20% of since the highest aggregate Outstanding Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed Closing Date as of such date). Any “; provided that, the limitation set forth in this clause (f)(ii) shall not apply with respect to (x) any Substitution or Discretionary Sale”, “Optional Sale”, “Substitute Loan” Sale of a Loan (or “Lien Release Dividend” portion thereof) with an Assigned Value of zero or (as each such term is defined in the Original Agreementy) effected any Discretionary Sale pursuant to a refinancing of the Original entire facility (or, if approved by the Administrative Agent in its sole discretion, a refinancing of a portion of the facility) provided under this Agreement during (including, but not limited to, where the 12-month period immediately preceding Lender is acting as a lender under such arrangement) and the date payment of determination shall be included in this calculationthe Commitment Reduction Fee.