Common use of Discretionary Sales of Collateral Loans Clause in Contracts

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied (or if any such other Coverage Test is not satisfied, such test is maintained or improved after giving effect to such sale); (iv) such sale is made for Cash; (v) such sale is made for a purchase price at least equal to the original percentage of par paid by the Borrower; and (vi) in the reasonable judgment of the Collateral Manager, there is no adverse selection of such Collateral Loans; provided that the restrictions in clauses (iii), (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaulted

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied (or and each Collateral Quality Test is satisfied or, if any such other Coverage a Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved after giving effect or the Administrative Agent has consented to such sale)sale in its sole discretion; (iv) such sale is made for Cash; (v) such sale is made for a purchase price at least equal to the original percentage of par paid by the Borrower; and (vi) in the reasonable judgment of the Collateral Manager, there is no adverse selection of such Collateral Loans; provided that the restrictions in clauses (iii), (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaulted

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Collateral Manager Borrower (or the Servicer on behalf of the Borrower Borrower) may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral ManagerServicer, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)): (i) no Default or Event of Default is continuing exists or would result upon giving effect thereto thereto; provided that the Borrower (unless, in or the case Servicer on behalf of such a Default, such Default will be cured upon the Borrower) may sell one or more Collateral Loans if after giving effect to such sale thereto and the application of the proceeds thereof)thereof any existing Default or Event of Default would be cured; (ii) the Administrative Agent has provided prior written consent to such sale, if upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Minimum OC Coverage Test is would not be satisfied; (iii) upon giving effect thereto and the application Administrative Agent has provided prior written consent to such sale, if such sale is to the Equityholder, the Servicer or a Person that is an Affiliate of the proceeds thereofBorrower, each other Coverage Test the Equityholder or the Servicer unless it complies with Section 10.03; and (iv) the Administrative Agent has provided prior written consent to such sale, if the sale is satisfied (or if any such other Coverage Test is not satisfiedafter the Reinvestment Period, such test is maintained or improved after giving effect to such sale); sale or disposition, the OC Ratio would not (ivA) such sale is made for Cash; be decreased and (vb) such sale is made for a purchase price at least equal to the original percentage of par paid by the Borrower; and (vi) in the reasonable judgment of the Collateral Manager, there is no adverse selection of such Collateral Loansbe less than 125%; provided that the restrictions restriction in clauses clause (iii), (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Defaulted Collateral Loans, DefaultedIneligible Collateral Loans or Warranty Collateral Loans (as defined in the Loan Sale Agreement). Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall may sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (provided that prior to such discretionary sale, the Collateral Manager shall demonstrate that the requirements set forth below are met by submitting to the Lenders completed forms of “Borrowing Base Certificate,” “Compliance Certificate,” “Compliance Calculation Sheet” and “Excess Concentration Limitations” as set forth in the forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving effect thereto): (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied (or if any such other Coverage Test is not satisfied, such test is maintained or improved after giving effect to such sale) and each Portfolio Quality Test is satisfied (or if any Portfolio Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale); (iviii) except as provided in Section 10.01(c), if such sale is made for Cash; (v) to an Affiliate of the Borrower, such sale is made for a purchase price at least equal to the original percentage of par paid by the BorrowerMarket Value thereof; (iv) such sale is made for Cash; and (viv) in the reasonable judgment of the Collateral Manager, there is no adverse selection of such Collateral Loans; Loans to be sold. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence and continuance of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence and continuance of such Default or an Event of Default, provided that such sale was not entered into in contemplation of the restrictions in clauses (iii), (v) occurrence of such Default or Event of Default and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaultedsuch settlement occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall may sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (provided that prior to such discretionary sale, the Collateral Manager shall demonstrate that the requirements set forth below are met by submitting to the Lenders completed forms of “Borrowing Base Certificate,” “Compliance Certificate,” “Compliance Calculation Sheet” and “Excess Concentration Limitations” as set forth in the forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving effect thereto): (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied (or if any such other Coverage Test is not satisfied, such test is maintained or improved after giving effect to such sale) and each Portfolio Quality Test is satisfied (or if any Portfolio Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale); (iviii) except as provided in Section 10.01(c), if such sale is made for Cash; (v) to an Affiliate of the Borrower, such sale is made for a purchase price at least equal to the original percentage of par paid by the BorrowerMarket Value thereof; (iv) such sale is made for Cash; and (viv) in the reasonable judgment of the Collateral Manager, there is no adverse selection impacting the interest of the Secured Parties of such Collateral Loans; Loans to be sold. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence and continuance of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence and continuance of such Default or an Event of Default, provided that such sale was not entered into in contemplation of the restrictions in clauses (iii), (v) occurrence of such Default or Event of Default and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaultedsuch settlement occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Collateral Manager Borrower (or the Servicer on behalf of the Borrower Borrower) may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral ManagerServicer, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)): (i) no Default or Event of Default is continuing exists or would result upon giving effect thereto thereto; provided that the Borrower (unless, in or the case Servicer on behalf of such a Default, such Default will be cured upon the Borrower) may sell one or more Collateral Loans if after giving effect to such sale thereto and the application of the proceeds thereof)thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Minimum OC Coverage Test is satisfied; (iii) upon giving effect thereto and such sale is not to the application Equityholder, the Servicer or a Person that is an Affiliate of the proceeds thereofBorrower, each other Coverage Test the Equityholder or the Servicer unless it complies with Section 5.03(h) and Section 10.03; and (iv) if the sale is satisfied (or if any such other Coverage Test is not satisfiedafter the Reinvestment Period, such test is maintained or improved after giving effect to such sale); sale or disposition, the OC Ratio would not (ivA) such sale is made for Cash; be decreased and (vb) such sale is made for a purchase price at least equal to be less than 125% without the original percentage of par paid by the Borrower; and (vi) in the reasonable judgment prior written consent of the Collateral Manager, there is no adverse selection of such Collateral LoansAdministrative Agent; provided that the restrictions restriction in clauses clause (iii), (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Defaulted Collateral Loans or Ineligible Collateral Loans. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, Defaultedif the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Collateral Manager Borrower (or the Servicer on behalf of the Borrower Borrower) may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral ManagerServicer, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)): (i) no Default or Event of Default is continuing exists or would result upon giving effect thereto thereto; provided that the Borrower (unless, in or the case Servicer on behalf of such a Default, such Default will be cured upon the Borrower) may sell one or more Collateral Loans if after giving effect to such sale thereto and the application of the proceeds thereof)thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Collateral Quality Test is satisfiedsatisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (iii) the Administrative Agent has provided prior written consent to such sale, if upon giving effect thereto and the application of the proceeds thereof, each other the Minimum OC Coverage Test is satisfied (or if any such other Coverage Test is would not be satisfied, such test is maintained or improved after giving effect to such sale); (iv) the Administrative Agent has provided prior written consent to such sale, if such sale is made for Cashto the Equityholder, the Servicer or a Person that is an Affiliate of the Borrower, the Equityholder or the Servicer unless it complies with Section 10.03; (v) the Administrative Agent has provided prior written consent to such sale, if the proceeds from such proposed sale is made for a would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (y) the purchase price at least equal to the original percentage of par such Collateral Loan paid by the Borrower; and (vi) in the reasonable judgment Administrative Agent has provided prior written consent to such sale, if the sale is during the Reinvestment Period and after giving effect to such proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (or since the Closing Date, if the Trade Date of such proposed sale would occur earlier than twelve calendar months following the Closing Date) would be greater than 30% of the Collateral Manager, there is no adverse selection of such Collateral LoansMaximum Facility Amount); provided that the restrictions restriction in clauses (iii), (viv) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Defaulted Collateral Loans, DefaultedIneligible Collateral Loans or Warranty Collateral Loans (as defined in the Loan Sale Agreement). Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral prior to the occurrence of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence of such Default or an Event of Default; provided that the settlement for such sale occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Collateral Manager Borrower (or the Servicer on behalf of the Borrower Borrower) may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral ManagerServicer, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iii)): (i) no Default or Event of Default is continuing exists or would result upon giving effect thereto thereto; provided that the Borrower (unless, in or the case Servicer on behalf of such a Default, such Default will be cured upon the Borrower) may sell one or more Collateral Loans if after giving effect to such sale thereto and the application of the proceeds thereof)thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Collateral Quality Test is satisfied;satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved), unless the Administrative Agent has provided prior written consent to such sale (such consent not to be unreasonably withheld, conditioned or delayed); and (iii) upon giving effect thereto the Administrative Agent has provided prior written consent (such consent not to be unreasonably withheld, conditioned or delayed in the case of each of clause (B) and the application of the proceeds thereof, each other Coverage Test is satisfied clause (or if any such other Coverage Test is not satisfied, such test is maintained or improved after giving effect C) below) to such sale); (iv) such sale is made for Cash; (v) such sale is made for a purchase price at least equal to the original percentage of par paid by the Borrower; and (vi) in the reasonable judgment of the Collateral Manager, there is no adverse selection of such Collateral Loans; provided that the restrictions in clauses (iii), (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaultedif

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager Manager, on behalf of the Borrower mayBorrower, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall may sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (provided that prior to such discretionary sale, the Collateral Manager shall demonstrate that the requirements set forth below are met by submitting to the Lenders (with a copy to the Custodian) completed forms of “BB Calc Stmt,” “Compliance” and “Priority of Payments” as set forth in the forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving effect thereto): (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof)) unless the purchase price for such Collateral Loan is no less than par; (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate each Coverage Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Collateral Quality Test is satisfied (or if any such other Coverage Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale)) unless the purchase price for such Collateral Loan is no less than par; (iviii) except as provided in Section 10.01(c), if such sale is made for Cash; (v) to an Affiliate of the Borrower, such sale is made for a purchase price at least equal to the original percentage of par paid by Fair Value thereof or the BorrowerAdministrative Agent has provided its prior written consent to such sale in its sole discretion; (iv) such sale is made for Cash; and (viv) in the reasonable judgment of the Collateral ManagerManager in accordance with the Collateral Management Standard, there is no adverse selection of such Collateral Loans; Loans to be sold. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence and continuance of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence and continuance of such Default or an Event of Default, provided that such sale was not entered into in contemplation of the restrictions in clauses (iii), (v) occurrence of such Default or Event of Default and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaultedsuch settlement occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf Manager, at the direction of the Borrower mayBorrower, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall may sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below:below (provided that prior to such discretionary sale, the Collateral Manager shall demonstrate that the requirements set forth below are met by submitting to the Lenders (with a copy to the Custodian) completed forms of “BB Calc Stmt,” “Compliance” and “Priority of Payments” as set forth in the forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving effect thereto): (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof)) unless the purchase price for such Collateral Loan is no less than par; (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate each Coverage Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Collateral Quality Test is satisfied (or if any such other Coverage Collateral Quality Test is not satisfied, such test is maintained or improved after giving effect to such sale)) unless the purchase price for such Collateral Loan is no less than par; (iviii) except as provided in Section 10.01(c), if such sale is made for Cash; (v) to an Affiliate of the Borrower, such sale is made for a purchase price at least equal to the original percentage of par paid by the BorrowerMarket Value thereof; (iv) such sale is made for Cash; and (viv) in the reasonable judgment of the Collateral ManagerManager in accordance with the Collateral Management Standard, there is no adverse selection of such Collateral Loans; Loans to be sold. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence and continuance of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence and continuance of such Default or an Event of Default, provided that such sale was not entered into in contemplation of the restrictions in clauses (iii), (v) occurrence of such Default or Event of Default and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, Defaultedsuch settlement occurs within the customary settlement period for similar trades.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, sell (and the Collateral Agent shall sell in the manner directed by the Collateral Manager, ) any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth belowbelow (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.03(e)(iii)) and after giving effect to such sale and all other sales or purchases previously or simultaneously committed to: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in if a Default exists at the case time of such a Defaultsale (but no Event of Default exists), such Default will be cured upon giving effect to such sale and all other sales or purchases previously or simultaneously committed to and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereofthereof (or, each other with respect to the Interest Coverage Ratio Test, as of the most recent Monthly Reporting Date), the Interest Coverage Ratio Test is satisfied (or and each Collateral Quality Test is satisfied or, if any such other Coverage Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved after giving effect or the Administrative Agent has consented to such sale)sale in its sole discretion; (iv) such sale is made for Cash; (v) Cash and such sale is made for a purchase price at least equal to proceeds are deposited into the original percentage of par paid by the BorrowerCollection Account; and (viv) in the reasonable judgment of the Collateral Manager, there is no material adverse selection of such Collateral LoansLoans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); provided that the restrictions restriction in clauses (iii), this clause (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, DefaultedDefaulted Collateral

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Collateral Manager on behalf of the Borrower may, but will not be required to, direct the Collateral Agent to sell, and the Collateral Agent shall sell in the manner directed by the Collateral Manager, any Collateral Loan, Credit Risk Collateral Loan, Defaulted Collateral Loan, or Ineligible Collateral Loan if such sale meets the requirements set forth below: (i) no Default or Event of Default is continuing or would result upon giving effect thereto (unless, in the case of such a Default, such Default will be cured upon giving effect to such sale and the application of the proceeds thereof); (ii) upon giving effect thereto and the application of the proceeds thereof, the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof, each other Coverage Test is satisfied (or if any such other Coverage Test is not satisfied, such test is maintained or improved after giving effect to such sale); (iv) such sale is made for Cash; (v) such sale is made for a purchase price at least equal to the original percentage of par paid by the Borrower; and (vi) in the reasonable judgment of the Collateral Manager, there is no adverse selection of such Collateral Loans; provided that the restrictions in clauses (iii), (v) and (vi) above in this Section 10.01(a) shall not apply to sales of Credit Risk Collateral Loans, DefaultedDefaulted Collateral Loans or Ineligible Collateral Loans. Notwithstanding anything above that would otherwise prohibit the sale of a Collateral Loan after the occurrence or during the continuance of a Default or an Event of Default, if the Borrower entered into an agreement to sell any such Collateral Loan prior to the occurrence and continuance of such Default or an Event of Default, but such sale did not settle prior to the occurrence of such Default or an Event of Default, then the Borrower shall be permitted to consummate such sale notwithstanding the occurrence and continuance of such Default or an Event of Default, provided that such sale was not entered into in contemplation of the occurrence of such Default or Event of Default and such settlement occurs within the customary settlement period for similar trades.