Repurchase and Substitution Limitations. At all times, (a) the Aggregate Principal Balance of all Collateral Obligations that are Substitute Collateral Obligations plus (b) the Aggregate Principal Balance related to all Collateral Obligations that have been repurchased by the Transferor hereunder pursuant to its right of optional repurchase or substitution and not subsequently applied to purchase a Substitute Collateral Obligation may not exceed an amount equal to 15% of the Net Purchased Loan Balance; provided that clause (b) above shall not include (A) the Principal Balance related to any Collateral Obligation that is repurchased by the Transferor in connection with a proposed Specified Amendment to such Collateral Obligation so long as (x) the Transferor certifies in writing to the Collateral Manager and the Trustee that such purchase is, in the commercially reasonable business judgment of the Transferor, necessary or advisable in connection with the restructuring of such Collateral Obligation and such restructuring is expected to result in a Specified Amendment to such Collateral Obligation, and (y) the Collateral Manager certifies in writing to the Trustee that the Collateral Manager either would not be permitted to or would not elect to enter into such Specified Amendment pursuant to the Collateral Manager Standard or any provision of the Indenture or the Collateral Management Agreement, (B) the purchase price of any Collateral Obligations or, for the avoidance of doubt, any Equity Securities sold by and at the option of the Issuer to the Transferor pursuant to Section 12.1(d) or Section 12.1(g) of the Indenture as described in Section 12.1(g)(i) of the Indenture, or (C) the Principal Balance related to any Ineligible Collateral Obligation that is repurchased or substituted by Transferor in connection with a mandatory repurchase or substitution thereof pursuant to Section 7.2. The foregoing provisions in this paragraph constitute the “Repurchase and Substitution Limit”.
