Permit the aggregate Attributable Indebtedness in respect of all Permitted Securitization Transactions of the Company, its Subsidiaries and all Permitted Securitization Entities to third parties to exceed $450,000,000 at any time.

Permit the aggregate outstanding amount owed by the Parent Borrower and its Subsidiaries under Securitization Transactions and/or any factoring arrangements at any time to exceed 30% of Consolidated Total Assets determined as of the end of the most recently completed fiscal year.

(i) Investments in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing; provided, however, that any such Investment in a Securitization Subsidiary is of Securitization Assets or equity, and # distributions or payments of Securitization Fees and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Financing;

Investments in a Permitted Securitization Entity required for capitalization from time to time of such Permitted Securitization Entity or in connection with a contribution, sale or other transfer of Securitization Assets to such Permitted Securitization Entity pursuant to or in connection with a Permitted Securitization Transaction, and Investments constituting Standard Securitization Undertakings in connection with a Permitted Securitization Transaction;

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: # such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the ​ and the Securitization Subsidiary, # all sales, transfers and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value and # the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms. The grant of a security interest in any Securitization Assets of the ​ or any of the Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.

“Securitization Facility Documentation” means the documentation governing the terms of any Securitization or Securitization Indebtedness.

“Securitization Entity” means # any Securitization Issuer Entity and # any Securitization Depositor Entity; provided that, to the extent that any Securitization Entity engages in any business or business activity for which such Securitization Entity was not exclusively established or formed, such Securitization Entity shall not constitute a Securitization Entity. As of the Closing Date, the entities listed on [Schedule 1].01E shall be deemed to satisfy the requirements of the foregoing definition.

“Qualified Securitization Transaction” shall mean any Securitization Transaction of a Securitization Entity that meets the following conditions:

“Permitted Securitization Indebtedness” means Securitization Indebtedness; provided that # in connection with any Securitization, any Warehouse Indebtedness used to finance the purchase, origination or pooling of any Securitization Assets subject to such Securitization is repaid in full in connection with such Securitization solely from the Net Proceeds received by the Borrower and its Subsidiaries from the applicable Securitization Issuer Entity, # such Securitization Indebtedness shall not constitute an obligation (including any obligation pursuant to a Guarantee) of Holdings, the Borrower or any of its Subsidiaries (other than the applicable Securitization Issuer Entity), # such Securitization Indebtedness shall not be secured by any Lien on any asset other than the Securitization Assets owned the applicable Securitization Issuer Entity that are subject to such Securitization, # any Residual Interest in the applicable Securitization Issuer Entity shall be held directly by the Borrower or a Subsidiary Guarantor or, to the extent retained, at the time of the issuance thereof, solely to address bankruptcy remoteness requirements, a Securitization Depositor Entity and # in the case of Residual Interests held by the Borrower or a Subsidiary Guarantor, the Obligations and the Guaranty shall have been secured by a legal, valid, perfected first-priority security interest therein, subject, as to priority, to any Prior Liens.

engage in any business or activity, other than # acquiring, owning and holding Securitization Assets to be sold, deposited or contributed by such Securitization Depositor Entity into one or more Securitization Issuer Entities, # selling, depositing or contributing such Securitization Assets into one or more Securitization Issuer Entities, and acquiring, owning and holding Residual Interests in such Securitization Issuer Entities (solely to the extent expressly permitted to be so acquired, owned and held by the definition of “Securitization Depositor Entity”), # entering into and performing its obligations under the Securitization Facility Documentation to which it is a party and # activities incidental to the foregoing,