Common use of Substitution of Loan Assets Clause in Contracts

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Agent (with a copy to the Trustee and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest); (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Agent, the Lenders or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement or substituted pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets.

Substitution of Loan Assets. (a) The Seller Contributor shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the PurchaserContributee, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller Contributor has recommended to the Purchaser Contributee and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event Suspension Period is continuing or would result from such Substitution; (iii) no Event of Default has occurredoccurred and is continuing, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base DeficiencyDeficiency and the Borrowing Base Cure Period is not in effect; provided that the Seller Contributor may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency and terminate the Borrowing Base Cure Period (and any related Unmatured Event of Default arising therefrom) so long as the Administrative Agent shall approve of have approved in writing such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewithSubstitution, such Borrowing Base Deficiency shall be cured or closer to being cured; (iiiiv) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (ivv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Contributor Receipt Event has occurred, the sum of the Advance Date Assigned Value multiplied by the Outstanding Principal Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest)Outstanding Principal Balance thereof; (vvi) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vivii) no selection procedures adverse to the interests of the PurchaserContributee, the Administrative Agent, the Lenders Lenders, the Lender Agents or the other Secured Parties were utilized by the Seller Contributor in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (viiviii) the Outstanding Principal Balance of all Loan Assets subject (other than Warranty Loan Assets) Contributed pursuant to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d2.07(b) of the Loan and Servicing Agreement or substituted pursuant to this Section 6.2, in each case 6.2 during the 12-month period immediately preceding the proposed date of such Substitution 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution does not exceed 20% of the highest aggregate Outstanding Principal Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed as of such date); (ix) each the Outstanding Principal Balance of all Loan Asset that is replaced Assets subject to clause (i) or (iii) of the definition of “Value Adjustment Event” (other than Warranty Loan Assets) substituted pursuant to the terms of this Section 6.2 or otherwise Contributed or transferred to the Contributor (or an Affiliate thereof) during the 12-month period (or such lesser number of months as shall be substituted only with another Eligible Loan Asset that meets have elapsed as of such date) immediately preceding the foregoing conditions; andproposed date of sale or Substitution does not exceed 10% of the highest aggregate Outstanding Principal Balance of any month during such 12-month period (or such lesser number of months as shall have elapsed as of such date); (x) if a CQT Non-Qualification Period is continuing, the Servicer shall have delivered to the Contributee and the Administrative Agent written certification demonstrating that such Substitution results in Collateral Quality Improvement; (xi) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold (i) Contributed by the Seller Contributor to the Purchaser Contributee hereunder shall or (ii) originated by the Contributee shall, in each case, apply equally to Substitute Eligible Loan Assets; and (xii) the Contributor shall deliver to the Contributee on the date of such Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. (c) In addition, in connection with such Substitution, the Contributor shall deliver or cause to be delivered to the Collateral Custodian and the Backup Servicer the related Required Loan Documents. On the date any such Substitution is completed, the Contributee shall, automatically and without further action, release and shall transfer to the Contributor, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Contributee in, to and under such Replaced Loan Asset, and the Contributee shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loan Assets. (a) The Seller Purchaser shall have the right, but not the obligation, subject to the prior written consent of the Agent and the PurchaserAdministrative Agent, in their its sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller Purchaser (or the Servicer on its behalf) has recommended to the Purchaser Seller and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Advance Date Assigned Value multiplied by the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest)Outstanding Balance thereof; (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Administrative Agent, the Lenders Lenders, the Lender Agents or the other Secured Parties were utilized by the Seller Purchaser in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement or substituted pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution substitution does not exceed 10% of violate 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)limitations set forth in Section 6.4 hereof; (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and; (xix) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets; and (x) the Purchaser (or the Servicer on its behalf) shall deliver to the Seller on the date of such Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. (c) In addition, in connection with such Substitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Purchaser in, to and under such Replaced Loan Asset, and the Purchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Agent (with a copy to the Trustee and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest); (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Agent, the Lenders Note Purchaser or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan Amended and Restated Sale and Servicing Agreement or substituted pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan Amended and Restated Sale and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan Amended and Restated Sale and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan Amended and Restated Sale and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets.

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Advance Date Assigned Value multiplied by the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest)Outstanding Balance thereof; (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Administrative Agent, the Lenders Lenders, the Lender Agents or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject (other than Warranty Loan Assets) sold pursuant to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d2.07(b) of the Loan and Servicing Agreement or substituted pursuant to this Section 6.2, in each case 6.2 during the 12-month period (or such lesser number of months as shall have elapsed as of such date) immediately preceding the proposed date of such Substitution does not exceed 1020% 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses clause (ii), (iv) or (viiv) of the definition of “Value Adjustment Event”), ” (other than Warranty Loan Assets) substituted pursuant to this Section 6.2 or dividended from the Purchaser otherwise sold or transferred to the Seller in accordance with Section 2.07(d(or an Affiliate thereof) of the Loan and Servicing Agreement during the 12-month period (or such lesser number of months as shall have elapsed as of such date) immediately preceding the proposed date of sale or Substitution does not exceed 2010% 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and; (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets; and (xi) the Seller shall deliver to the Purchaser on the date of such Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. (c) In addition, in connection with such Substitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Purchaser in, to and under such Replaced Loan Asset, and the Purchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Agent (with a copy to the Trustee and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest); (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Agent, the Lenders Note Purchaser or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Note Purchase Agreement or substituted pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Note Purchase Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Note Purchase Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Note Purchase Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets.

Substitution of Loan Assets. (a) The Seller Transferor shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller Transferor has recommended to the Purchaser and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurredoccurred and is continuing, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default or Event of Default arising therefrom) shall not impair the right of the Transferor to effect an otherwise permitted substitution, in accordance with Section 2.07 of the Loan and Servicing Agreement, to facilitate a cure of such Borrowing Base Deficiency (and any Unmatured Event of Default or Event of Default arising therefrom), so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution substitution and any other sale or transfer or other actions taken to cure such Borrowing Base Deficiency in accordance with Section 2.06 of the Loan and Servicing Agreement substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Transferor Purchase Event has occurred, the sum of the Assigned Value multiplied by the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the then-current Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest)Outstanding Balance thereof; (v) all representations and warranties contained in Sections Section 4.1 and Section 4.2 shall be true true, complete and correct in all material respects or, if qualified as to materiality or Material Adverse Effect, in all respects, as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Administrative Agent, the Lenders Lender or the other Secured Parties were utilized by the Seller Transferor in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject after giving effect to clauses (ii)such substitution, (iv) or (vi) each of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller limitations on sales and substitutions set forth in accordance with Section 2.07(d2.07(e) of the Loan and Servicing Agreement or substituted is satisfied (and such substitution pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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 6.2(a) shall have elapsed as of such date); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant be deemed to be a sale under Section 2.07(b2.07(a) of the Loan and Servicing Agreement, sold without the consent duplication, for purposes of the Agent in accordance calculating compliance with Section 2.07(c2.07(e) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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 dateAgreement); (ixviii) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and (xix) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller Transferor to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets. (c) In addition, in connection with such Substitution, the Transferor shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents as set forth in Section 2.1(g). On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Transferor, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Purchaser in, to and under such Replaced Loan Asset, and the Purchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the initial Assigned Value multiplied by the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the initial Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest)Outstanding Balance thereof; (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse the Loan Assets were selected for sale, repurchase or substitution in a manner consistent with and pursuant to the interests of the Purchaser, the Agent, the Lenders or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan AssetInvestment Policies; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement or substituted pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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); (viiiA) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b2.07(e) of the Loan and Servicing Agreement, sold without the consent of the Agent in accordance with substituted pursuant to this Section 2.07(c6.2 or released pursuant to Section 2.07(g) of the Loan and Servicing Agreement for dividend from the Purchaser to the Seller during the term of the Loan and Servicing Agreement shall not exceed 20% of the Maximum Facility Amount and (in each case, B) the Outstanding Balance of all Defaulted Loan Assets (other than Warranty Loan Assets subject Assets) sold pursuant to clauses (ii), (iv) or (viSection 2.07(e) of the definition of “Value Adjustment Event”)Loan and Servicing Agreement, substituted pursuant to this Section 6.2 6. 2 or dividended from the Purchaser released pursuant to the Seller in accordance with Section 2.07(d2.07(g) of the Loan and Servicing Agreement for dividend from the Purchaser to the Seller during the 12-month period immediately preceding term of the proposed date of Substitution does Loan and Servicing Agreement shall not exceed 2010% 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)Maximum Facility Amount; (ixviii) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and; (xix) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets; and (x) the Seller shall deliver to the Purchaser on the date of such Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. (c) In addition, in connection with such Substitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Purchaser in, to and under such Replaced Loan Asset, and the Purchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Advance Date Assigned Value multiplied by the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest)Outstanding Balance thereof; (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Administrative Agent, the Lenders Lenders, the Lender Agents or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (iiother than Warranty Loan Assets), (iv) or (visold pursuant to Section 2.07(b) of the definition of “Value Adjustment Event” which were dividended from the Purchaser Loan and Servicing Agreement, substituted pursuant to the Seller in accordance with this Section 2.07(d6.2 or released pursuant to Section 2.07(g) of the Loan and Servicing Agreement or substituted pursuant for dividend from the Purchaser to this Section 6.2, in each case the Seller during the 12-month period (or such lesser number of months as shall have elapsed as of such date) immediately preceding the proposed date of such Substitution 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and; (xix) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets; and (x) the Seller shall deliver to the Purchaser on the date of such Substitution a certificate of a Responsible Officer certifying that each of the foregoing is true and correct as of such date. (c) In addition, in connection with such Substitution, the Seller shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Documents. On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the Seller, free and clear of any Lien created pursuant to this Agreement, all of the right, title and interest of the Purchaser in, to and under such Replaced Loan Asset, and the Purchaser shall be deemed to represent and warrant that it has the company authority and has taken all necessary company action to accomplish such transfer, but without any other representation and warranty, express or implied.

Substitution of Loan Assets. (a) The Seller Purchaser shall have the right, but not the obligation, subject to the prior written consent terms and conditions of the Agent Revolving Credit and the Purchaser, in their sole discretionSecurity Agreement, to substitute one or more Eligible Loan Assets Collateral Loans (“Substitute Eligible Loan AssetCollateral Loan”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller Purchaser (or the Servicer on its behalf) has recommended to the Purchaser and the Agent (with a copy to the Trustee and the Collateral Custodian) in writing Seller that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Collateral Loan Asset is an Eligible Collateral Loan Asset on the date of Substitution; (iviii) solely in subject to Section 2.02 of the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurredRevolving Credit and Security Agreement, the sum Administrative Agent shall have approved of the Outstanding Balances of Approval Request for such Substitute Eligible Collateral Loan Assets shall be equal and such approval has not expired or greater than the sum of the Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest);been rescinded; and (viv) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date in which case such representation or warranty shall be true and correct in all material respects as of such specific date);. (vic) no selection procedures adverse On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to the interests Seller, free and clear of the Purchaser, the Agent, the Lenders or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement or substituted any Lien created pursuant to this Section 6.2Agreement, in each case during the 12-month period immediately preceding the proposed date of such Substitution does not exceed 10% all 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets)right, sold pursuant to Section 2.07(b) title and interest of the Purchaser in, to and under such Replaced Loan Asset, and Servicing Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset deemed to represent and warrant that meets it has the foregoing conditions; and (x) limited liability company authority and has taken all termsnecessary limited liability company action to accomplish such transfer, provisionsbut without any other representation and warranty, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assetsexpress or implied.

Substitution of Loan Assets. (a) The Seller Transferor shall have the right, but not the obligation, subject to the prior written consent of the Administrative Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller Transferor has recommended to the Purchaser and the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) shall not impair the Seller may right of the Transferor to effect a Substitution an otherwise permitted substitution as necessary to facilitate a cure of a such Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer cured, the Transferor shall cause a Substitute Eligible Loan Asset to being curedbe transferred to the Purchaser; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest); (v) all representations and warranties contained in Sections Section 4.1 and Section 4.2 shall be true true, complete and correct in all material respects as of the date of Substitution (or, in the case of any representation and warranty that is already qualified by materiality, subject to the materiality standard set forth therein) (other than any representation and warranty that is made as of a specific date); (viv) no selection procedures adverse to the interests of the Purchaser, the Administrative Agent, the Lenders Lender or the other Secured Parties were utilized by the Seller Transferor in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all . The Loan Assets subject were selected for sale, repurchase or substitution in a manner consistent with and pursuant to clauses (ii), (iv) the change to policies and procedures or the Transferor; and (vi) after giving effect to such substitution, each of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller limitations on sales and substitutions set forth in accordance with Section 2.07(d2.07(e) of the Loan and Servicing Agreement or substituted is satisfied (and such substitution pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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 6.2(a) shall have elapsed as of such date); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant be deemed to be a sale under Section 2.07(b2.07(a) of the Loan and Servicing Agreement, sold without the consent duplication, for purposes of the Agent in accordance calculating compliance with Section 2.07(c2.07(e) of the Loan and Servicing Agreement Agreement). (c) In addition, in each caseconnection with such Substitution, other than the Transferor shall deliver or cause to be delivered to the Collateral Custodian the related Required Loan Assets subject Documents as set forth in Section 2.1(g). On the date any such Substitution is completed, the Purchaser shall, automatically and without further action, release and shall transfer to clauses (ii)the Transferor, (iv) or (vi) free and clear of the definition of “Value Adjustment Event”), substituted any Lien created pursuant to this Section 6.2 or dividended from Agreement, all of the right, title and interest of the Purchaser in, to and under such Replaced Loan Asset, and the Seller in accordance with Section 2.07(d) of the Loan and Servicing Agreement during the 12-month period immediately preceding the proposed date of Substitution 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); (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 Purchaser shall be substituted only with another Eligible Loan Asset deemed to represent and warrant that meets it has the foregoing conditions; and (x) company authority and has taken all termsnecessary company action to accomplish such transfer, provisionsbut without any other representation and warranty, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assetsexpress or implied.

Substitution of Loan Assets. (a) The Seller shall have the right, but not the obligation, subject to the prior written consent of the Agent and the Purchaser, in their sole discretion, to substitute one or more Eligible Loan Assets (“Substitute Eligible Loan Asset”) for a Loan Asset (each such act, a “Substitution”). (b) The Substitution shall not occur unless the following conditions are satisfied as of the date of such Substitution: (i) the Seller has recommended to the Purchaser and the Agent (with a copy to the Trustee and the Collateral Custodian) in writing that the Loan Asset to be replaced should be replaced (each, a “Replaced Loan Asset”); (ii) no event has occurred, or would result from such Substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Seller may effect a Substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and immediately after giving effect to such Substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured; (iii) each Substitute Eligible Loan Asset is an Eligible Loan Asset on the date of Substitution; (iv) solely in the case of Substitutions pursuant to this Section 6.2 undertaken because a Seller Purchase Event has occurred, the sum of the Outstanding Balances of such Substitute Eligible Loan Assets shall be equal or greater than the sum of the Advance Date Assigned Value of the Replaced Loan Assets on the applicable Cut-Off Date multiplied by the principal balance thereof (exclusive of Accreted Interest); (v) all representations and warranties contained in Sections 4.1 and 4.2 shall be true and correct in all material respects as of the date of Substitution (other than any representation and warranty that is made as of a specific date); (vi) no selection procedures adverse to the interests of the Purchaser, the Agent, the Lenders Note Purchaser or the other Secured Parties were utilized by the Seller in the selection of the Loan Asset to be replaced by the Substitute Eligible Loan Asset; (vii) the Outstanding Balance of all Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event” which were dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Note Purchase Agreement or substituted pursuant to this Section 6.2, in each case during the 12-month period immediately preceding the proposed date of such Substitution 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); (viii) the Outstanding Balance of all Loan Assets (other than Warranty Loan Assets), sold pursuant to Section 2.07(b) of the Loan and Servicing Note Purchase Agreement, sold without the consent of the Agent in accordance with Section 2.07(c) of the Loan and Servicing Note Purchase Agreement (in each case, other than Loan Assets subject to clauses (ii), (iv) or (vi) of the definition of “Value Adjustment Event”), substituted pursuant to this Section 6.2 or dividended from the Purchaser to the Seller in accordance with Section 2.07(d) of the Loan and Servicing Note Purchase Agreement during the 12-month period immediately preceding the proposed date of Substitution 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);; (ix) each Loan Asset that is replaced pursuant to the terms of this Section 6.2 shall be substituted only with another Eligible Loan Asset that meets the foregoing conditions; and (x) all terms, provisions, representations, warranties and covenants hereunder with respect to Loan Assets that have been Sold by the Seller to the Purchaser hereunder shall apply equally to Substitute Eligible Loan Assets.