Common use of Reduction of Borrowing Base Deficiency Clause in Contracts

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions: (i) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; or (iv) any transaction whereby Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (c) Borrower shall deliver to Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by Administrative Agent, and a certificate from an officer of Borrower representing that (i) each of the representations and warranties made by Borrower in or pursuant to the Loan Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, (d) all Loans selected to be sold by Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time: (i) posting cash collateral in Dollars to the Principal Collection AccountAccount (including the transfer of any Pre-Funded Equity from the Pre-Funded Equity Account to the Principal Collection Account and redesignation thereof as Principal Collections by written notice to the Administrative Agent and the Collateral Custodian); (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; orand (iv) any transaction whereby the Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, provided that (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (cb) the Borrower shall deliver to the Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by the Administrative Agent, and a certificate from an officer of the Borrower representing that (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) the Borrower is in compliance with all covenants, agreements and obligations under the Loan Transaction Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, and (dc) all Loans selected to be sold by the Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to the Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions:: [Investcorp] Loan and Security Agreement (i) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; or (iv) any transaction whereby Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (c) Borrower shall deliver to Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by Administrative Agent, and a certificate from an officer of Borrower representing that (i) each of the representations and warranties made by Borrower in or pursuant to the Loan Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, (d) all Loans selected to be sold by Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time: (i) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; orand (iv) any transaction whereby the Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, provided that (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (cb) the Borrower shall deliver to the Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by the Administrative Agent, and a certificate from an officer of the Borrower representing that (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) the Borrower is in compliance with all covenants, agreements and obligations under the Loan Transaction Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, and (dc) all Loans selected to be sold by the Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to the Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions: (i) repaying Advances Outstanding in accordance with Section 2.3(a); (ii) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; or (iv) any transaction whereby Borrower ▇▇▇▇▇▇▇▇ agrees (in consultation with the Administrative Agent and otherwise in accordance with Section 2.14) to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent sufficient to reduce such Borrowing Base Deficiency (after giving effect to clauses (i), (ii) and (iii) above) to zero; provided, that, unless otherwise agreed by the Administrative Agent, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion[reserved]; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (c) Borrower shall deliver to Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by Administrative Agent, and a certificate from an officer of Borrower representing that (i) each of the representations and warranties made by Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents[reserved], and (iii) no Default (except any Default arising solely as a result of the Borrowing Base Deficiency being cured by such transaction and that will cease to exist after giving effect thereto) or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, (d) all Loans selected to be sold by Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans. (v) Notwithstanding anything in this Section 2.6 to the contrary, the Borrower may cure a Borrowing Base Deficiency (i) delivering a an Equity Cure Notice, which shall include evidence that either the Transferor has available unrestricted cash or the Transferor has the right to make a capital call under its constituent documents, as applicable, in either case, in an aggregate amount sufficient to cure such Borrowing Base Deficiency, (ii) contributing the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.6(a)) from the capital call or from the Transferor to such Borrower in immediately available funds and (iii) Borrower applying such amount to cure such Borrowing Base Deficiency (alone or in combination with the other cures thereof permitted under Section 2.6(a)) within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time: (i) posting cash collateral in Dollars to the Principal Collection AccountAccount (including the transfer of any Pre-Funded Equity from the Pre-Funded Equity Account to the Principal Collection Account and redesignation thereof as Principal Collections by written notice to the Administrative Agent and Collateral Custodian); (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; orand USActive 58384645.1158384645.12 (iv) any transaction whereby the Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, provided that (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (cb) the Borrower shall deliver to the Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by the Administrative Agent, and a certificate from an officer of the Borrower representing that (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) the Borrower is in compliance with all covenants, agreements and obligations under the Loan Transaction Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, and (dc) all Loans selected to be sold by the Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to the Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time: (i) posting cash collateral in Dollars to the Principal Collection Account; Account (including the transfer of any amounts from the Operating Account to the Principal Collection Account and redesignation thereof as Principal Collections by written notice to the Administrative Agent and Collateral Custodian); (ii) repaying Advances Outstanding in accordance with Section 2.3(a); ; (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; or and (iv) the consummation of any transaction whereby pursuant to which the Borrower agrees to sellhas sold, transfer transferred or contribute contributed Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, provided that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (cb) the Borrower shall deliver to the Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by the Administrative Agent, and a certificate from an officer of the Borrower representing that (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), and (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such datedate and all other contemporaneous sales and other actions set forth in clauses (i), (dii) and (iii) above; and (c) all Loans selected to be sold by the Borrower from all other similar Loans originated or owned by the Borrower shall-76- [Willow Tree BDC] Amended and Restated Loan, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans.Security and Collateral Management Agreement #506694681

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which, after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time: (i) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; orand/or (iv) any transaction whereby the Borrower agrees to sell, sell or transfer or contribute Loans pledged as Collateral hereunder that will result in an aggregate amount equivalent sufficient proceeds (together with any other actions under this Section 2.6) to reduce such Borrowing Base Deficiency to zero; provided, provided that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (cb) the Borrower shall deliver to the Administrative Agent with respect to such sale, a copy of the purchase agreementagreement or trade confirmation, any additional information reasonably requested by the Administrative Agent, and a certificate from an officer of the Borrower representing that (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), and (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, and (dc) all Loans selected to be sold by the Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, shall be selected with no intention to select Loans, the sale of which would be more adverse to the Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions: (i) repaying Advances Outstanding in accordance with Section 2.3(a); (ii) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; or (iv) any transaction whereby Borrower B▇▇▇▇▇▇▇ agrees (in consultation with the Administrative Agent and otherwise in accordance with Section 2.14) to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent sufficient to reduce such Borrowing Base Deficiency (after giving effect to clauses (i), (ii) and (iii) above) to zero; provided, that, unless otherwise agreed by the Administrative Agent, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion[reserved]; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (c) Borrower shall deliver to Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by Administrative Agent, and a certificate from an officer of Borrower representing that (i) each of the representations and warranties made by Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents[reserved], and (iii) no Default (except any Default arising solely as a result of the Borrowing Base Deficiency being cured by such transaction and that will cease to exist after giving effect thereto) or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, (d) all Loans selected to be sold by Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans. (v) Notwithstanding anything in this Section 2.6 to the contrary, the Borrower may cure a Borrowing Base Deficiency (i) delivering a an Equity Cure Notice, which shall include evidence that either the Transferor has available unrestricted cash or the Transferor has the right to make a capital call under its constituent documents, as applicable, in either case, in an aggregate amount sufficient to cure such Borrowing Base Deficiency, (ii) contributing the amount necessary to cure such Borrowing Base Deficiency (in combination with the other cures thereof permitted under Section 2.6(a)) from the capital call or from the Transferor to such Borrower in immediately available funds and (iii) Borrower applying such amount to cure such Borrowing Base Deficiency (alone or in combination with the other cures thereof permitted under Section 2.6(a)) within ten (10) Business Days of the date such Equity Cure Notice is delivered to the Administrative Agent.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time: (i) posting cash collateral in Dollars to the Principal Collection AccountAccount (including the transfer of any amounts from the Operating Account to the Principal Collection Account and redesignation thereof as Principal Collections by written notice to the Administrative Agent and Collateral Custodian); (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; orand (iv) the consummation of any transaction whereby pursuant to which the Borrower agrees to sellhas sold, transfer transferred or contribute contributed Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, provided that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (cb) the Borrower shall deliver to the Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by the Administrative Agent, and a certificate from an officer of the Borrower representing that (i) each of the representations and warranties made by the Borrower in or pursuant to the Loan Transaction Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), and (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such datedate and all other contemporaneous sales and other actions set forth in clauses (i), (dii) and (iii) above; and (c) all Loans selected to be sold by the Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 which would be more adverse to the Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions: (i) posting cash collateral in Dollars to the Principal Collection Account; (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; oror [Investcorp] Loan and Security Agreement (iv) any transaction whereby Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (c) Borrower shall deliver to Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by Administrative Agent, and a certificate from an officer of Borrower representing that (i) each of the representations and warranties made by Borrower in or pursuant to the Loan Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, (d) all Loans selected to be sold by Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans.

Reduction of Borrowing Base Deficiency. Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions: (i) posting cash collateral in Dollars to the Principal Collection Account;; [Investcorp] Loan and Security Agreement (ii) repaying Advances Outstanding in accordance with Section 2.3(a); (iii) posting additional Eligible Loans as Collateral; provided that the amount by which the Borrowing Base Deficiency shall be reduced pursuant to any such additional Eligible Loans shall be the Adjusted Borrowing Value of such Eligible Loans; or (iv) any transaction whereby Borrower agrees to sell, transfer or contribute Loans pledged as Collateral hereunder in an aggregate amount equivalent to reduce such Borrowing Base Deficiency to zero; provided, that, (a) the Administrative Agent shall have consented, in writing, to such sale of Loans in its sole discretion; (b) Borrower shall deposit 100% of the cash proceeds thereof (net of reasonable transaction costs and expenses and Taxes, if any) to the Principal Collection Account; (c) Borrower shall deliver to Administrative Agent with respect to such sale, a copy of the purchase agreement, any additional information reasonably requested by Administrative Agent, and a certificate from an officer of Borrower representing that (i) each of the representations and warranties made by Borrower in or pursuant to the Loan Documents shall be accurate in all material respects before and after giving effect to such sale (except for those representations and warranties (x) made as of a specific date or (y) as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects), (ii) Borrower is in compliance with all covenants, agreements and obligations under the Loan Documents, and (iii) no Default or Event of Default shall have occurred or be continuing or would exist after giving effect to the requested sale on such date, (d) all Loans selected to be sold by Borrower from all other similar Loans originated or owned by the Borrower shall, at all times, be selected with no intention to select Loans, the sale of which would be more adverse to Administrative Agent or Lenders than the sale of those similar Loans.