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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv)): (i) no Default exists or would result upon giving effect thereto; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each Collateral Quality Test is satisfied or, if a Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor or any Affiliates of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (c) and (B) if the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under this clause (B)). provided, further, that the restriction in clause (iv) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, if: (A) the Coverage Tests would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Coverage Tests would not be maintained or improved); (B) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof, except to the extent unless such sale is permitted under clause made pursuant to Section 6.1 of the Loan Sale Agreement); (cC) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (By) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the purchase price for any Collateral Loan sale is less than during the Reinvestment Period, after giving effect to such Collateral Loan’s Adjusted proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (provided 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 Maximum Facility Amount, unless such sale is made pursuant to Section 10.01(b) hereof or Section 6.1 of the Loan Sale Agreement; provided, that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s Agent in its sole discretion may consent under (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 ServicerCollateral Manager, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Collateral Manager on behalf of the Borrower) may sell one or more Collateral Loans (on the same Business Day) if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) the Administrative Agent has provided prior written consent to such sale, if (A) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required Coverage Tests would not be satisfied (or, if not satisfied immediately prior to made pursuant to Section 2.07; provided thatsuch sale, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor compliance with such Coverage Test is maintained or any Affiliates of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (c) and improved); (B) if [Reserved]; (C) the purchase price for any Collateral Loan is proceeds from such proposed sale would be less than such Collateral Loan’s the Adjusted Principal Balance of such Collateral Loan (provided that sales for at least unless the proceeds from such proposed sale would equal the original purchase price (plus a any related original issue discountdiscount with respect so such Collateral Loan); or (D) will not require after giving effect to such proposed sale, the Administrative Agent’s consent under this clause Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (B)). providedor since the Closing Date, further, 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 average Aggregate Adjusted Collateral Balance over such period; provided that (1) the restriction in clause clauses (iviii)(C) and (D) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans, Ineligible Collateral Loans or Ineligible Warranty Collateral LoansLoans (as defined in the Loan Sale Agreement) and (2) the restriction in clause (iii)(D) above in this Section 10.01(a) shall not apply to the sales of Class 1 Loans to any Person other than the Equityholder or an Affiliate thereof. 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 Borrower (or the Servicer 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 Borrower may sell in the manner directed by the Servicer, any Collateral Loan, Defaulted Loan, or Ineligible Loan if such sale meets the requirements set forth 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 shown set forth in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv)forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving effect thereto): (i) no Default exists or Event of Default is continuing or would result upon giving effect theretothereto (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, each Coverage Test is satisfied and each Collateral Quality Test is satisfied or, (or if a Collateral Quality any such Coverage Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented after giving effect to such sale in its sole discretionsale); (iii) except as provided in Section 10.01(c), if such sale is to an Affiliate of the Borrower, such sale is made for a purchase price at least equal to the Market Value thereof; (iv) such sale is made for Cash;; and (ivv) in the reasonable judgment of the ServicerCollateral Manager, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor or any Affiliates of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (c) and (B) if the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under this clause (B)). provided, further, that the restriction in clause (iv) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans or Ineligible Collateral Loanssold. 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 the settlement for 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.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, if: (A) the Minimum OC Coverage Test would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Minimum OC Coverage Test would not be maintained or improved); (B) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof); (C) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (y) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the sale is during the Reinvestment Period, except after giving effect to such proposed sale, the extent 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 Maximum Facility Amount, unless such sale is permitted under clause made pursuant to Section 10.01(b) hereof; provided, that the Administrative Agent in its sole discretion may consent (cwhich may be by email) and (B) if to exclude such sale from the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted calculation of the Aggregate Principal Balance (provided that sales of all Collateral Loans sold or disposed of by the Borrower for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Borrower may sell in the manner directed by the Servicer, any Collateral Loan, Defaulted Loan, or Ineligible Loan if such sale meets the requirements set forth 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 shown set forth in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv)): forms of Monthly Report (Schedule 2 to this Agreement) as of the date of such discretionary sale after giving effect thereto): (i) no Default exists or Event of Default is continuing or would result upon giving effect thereto; 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, each Coverage Test is satisfied (or if any such Coverage Test is not satisfied, such test is maintained or improved after giving effect to such sale) and each Collateral Portfolio Quality Test is satisfied or, (or if a Collateral any Portfolio Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented after giving effect to such sale in its sole discretion; sale); (iii) except as provided in Section 10.01(c), if such sale is to an Affiliate of the Borrower, such sale is made for a purchase price at least equal to the Market Value thereof; (iv) such sale is made for Cash; ; and (ivv) in the reasonable judgment of the ServicerCollateral Manager, there is no adverse selection impacting the interest of the Secured Parties of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor or any Affiliates of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (c) and (B) if the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under this clause (B)). provided, further, that the restriction in clause (iv) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans or Ineligible Collateral Loanssold. 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 the settlement for 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.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto;; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; USActive 53861575.5 -113- (ii) upon giving effect thereto and the application of the proceeds thereof, each the Minimum OC Coverage Test is satisfied and each Collateral Quality Test is satisfied or, if a Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required not to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (cServicer unless it complies with Section 5.03(h) and Section 10.03; and (Biv) if the purchase price for any Collateral Loan sale is after the Reinvestment Period, after giving effect to such sale or disposition, the OC Ratio would not (A) be decreased and (b) be less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least 125% without the original purchase price (plus a related original issue discount) will not require prior written consent of the Administrative Agent’s consent under this clause (B)). provided, further, ; provided that the restriction in clause (iviii) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each the Minimum OC Coverage Test is satisfied and each Collateral Quality Test is satisfied or, if a Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required not to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (cServicer unless it complies with Section 5.03(h) and Section 10.03; and -110- (Biv) if the purchase price for any Collateral Loan sale is after the Reinvestment Period, after giving effect to such sale or disposition, the OC Ratio would not (A) be decreased and (b) be less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least 125% without the original purchase price (plus a related original issue discount) will not require prior written consent of the Administrative Agent’s consent under this clause (B)). provided, further, ; provided that the restriction in clause (iviii) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 ServicerCollateral Manager, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Collateral Manager on behalf of the Borrower) may sell one or more Collateral Loans (on the same Business Day) if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) the Administrative Agent has provided prior written consent to such sale, if (A) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required Coverage Tests would not be satisfied (or, if not satisfied immediately prior to made pursuant to Section 2.07; provided thatsuch sale, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor compliance with such Coverage Test is maintained or any Affiliates of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (c) and improved); (B) if [Reserved]; (C) the purchase price for any Collateral Loan is proceeds from such proposed sale would be less than such Collateral Loan’s the Adjusted Principal Balance of such Collateral Loan (provided that sales for at least unless the proceeds from such proposed sale would equal the original purchase price (plus a any related original issue discountdiscount with respect so such Collateral Loan); or (D) will not require after giving effect to such proposed sale, the Administrative Agent’s consent under this clause Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (B)). providedor since the Closing Date, further, 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 average Aggregate Adjusted Collateral Balance over such period; provided that the restriction in clause clauses (iviii)(C) and (D) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans, Ineligible Collateral Loans or Ineligible Warranty Collateral LoansLoans (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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, if: (A) the Minimum OC Coverage TestTests would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Minimum OC Coverage TestTests would not be maintained or improved); (B) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof, except to the extent unless such sale is permitted under clause made pursuant to Section 6.1 of the Loan Sale Agreement); (cC) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (By) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the purchase price for any Collateral Loan sale is less than during the Reinvestment Period, after giving effect to such Collateral Loan’s Adjusted proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (provided 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 Maximum Facility Amount, unless such sale is made pursuant to Section 10.01(b) hereof or Section 6.1 of the Loan Sale Agreement; provided, that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s Agent in its sole discretion may consent under (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer Investment Advisor 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 ServicerInvestment Advisor, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Investment Advisor on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured or lessened; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, if: (A) the Minimum OC Coverage Test or the Interest Coverage Ratio Test would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Minimum OC Coverage Test or the Interest Coverage Ratio Test would not be maintained or improved); (B) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Investment Advisor or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent Investment Advisor (provided that any such sale is permitted under clause (cmust comply with Sections 5.03(h) and 10.03 hereof); (BC) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (y) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the purchase price for any Collateral Loan sale is less than during the Reinvestment Period, after giving effect to such Collateral Loan’s Adjusted proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (provided 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 20% of the Maximum Facility Amount; provided, that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s Agent in its sole discretion may consent under (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (BD)). ; provided, further, that (1) the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of Defaulted Collateral Loans or Ineligible Collateral Loans; and (2) the restrictions set forth above in this Section 10.01(a) shall not apply to sales of Collateral Loans (x) subject to a Permitted Securitization or (y) in connection with a refinancing of such 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, (x) 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; and (y) the Borrower may sell Collateral Loans after the occurrence or during the continuance of a Default without the Administrative Agent’s consent under clause (iii) of this Section 10.01(a) if (1) the Administrative Agent does not provide a written response to the request for such consent within five (5) Business Days or (2) the Aggregate Principal Balance of such Collateral Loans comprise no more than 30% of the Maximum Facility Amount.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.0410.03, the Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto;; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; USActive 54953942.17 -117- (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, if: (A) the Minimum OC Coverage Test would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Minimum OC Coverage Test would not be maintained or improved); (B) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof, except to the extent unless such sale is permitted under clause made pursuant to Section 6.1 of the Loan Sale Agreement); (cC) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (By) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the purchase price for any Collateral Loan sale is less than during the Reinvestment Period, after giving effect to such Collateral Loan’s Adjusted proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (provided 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 Maximum Facility Amount, unless such sale is made pursuant to Section 6.1 of the Loan Sale Agreement; provided, that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s Agent in its sole discretion may consent under (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, solely if: (A) the Minimum OC Coverage Test would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Minimum OC Coverage Test would not be maintained or improved); (B) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof); (C) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (y) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the sale is during the Reinvestment Period, except after giving effect to such proposed sale, the extent 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 Maximum Facility Amount, unless such sale is permitted under clause made pursuant to Section 10.01(b) hereof; provided, that the Administrative Agent in its sole discretion may consent (cwhich may be by email) and (B) if to exclude such sale from the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted calculation of the Aggregate Principal Balance (provided that sales of all Collateral Loans sold or disposed of by the Borrower for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each the Minimum OC Coverage Test is satisfied and each Collateral Quality Test is satisfied or, if a Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion;; USActive 51774144.2053776213.6-110- (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required not to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (cServicer unless it complies with Section 5.03(h) and Section 10.03; and (Biv) if the purchase price for any Collateral Loan sale is after the Reinvestment Period, after giving effect to such sale or disposition, the OC Ratio would not (A) be decreased and (b) be less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least 125% without the original purchase price (plus a related original issue discount) will not require prior written consent of the Administrative Agent’s consent under this clause (B)). provided, further, ; provided that the restriction in clause (iviii) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Baseimproved); and (viii) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale has provided prior written consent to such sale, solely if: (A) the Coverage Tests would not be satisfied following such proposed sale (or, if not satisfied immediately prior to such sale, compliance with the Servicer, Coverage Tests would not be maintained or improved); (B) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is to the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof, except to the extent unless such sale is permitted under clause made pursuant to Section 6.1 of the Loan Sale Agreement); (cC) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (By) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the purchase price for any Collateral Loan sale is less than during the Reinvestment Period, after giving effect to such Collateral Loan’s Adjusted proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (provided 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 Maximum Facility Amount, unless such sale is made pursuant to Section 10.01(b) hereof or Section 6.1 of the Loan Sale Agreement; provided, that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s Agent in its sole discretion may consent under (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.02(d)(iii)): (i) no Default or Event of Default exists or would result upon giving effect thereto; provided that the Borrower (or the Servicer on behalf of the Borrower) may sell one or more Collateral Loans if after giving effect thereto and the application of the proceeds thereof any existing Default or Event of Default would be cured; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each the Collateral Quality Test is satisfied (or, if a not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or improved); and USActive 54953942.1755479929.4-126- (iii) the Administrative Agent has consented provided prior written consent to such sale, if: (A) the Minimum OC Coverage Test would not be satisfied following such proposed sale in its sole discretion(or, if not satisfied immediately prior to such sale, compliance with the Minimum OC Coverage Test would not be maintained or improved); (iiiB) (x) the proceeds from such proposed sale would be less than the Adjusted Principal Balance of such Collateral Loan and (y) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor Servicer or any Affiliates a Person that is an Affiliate of the Borrower, the Servicer, the Equityholder or the SponsorServicer (provided that any such sale must comply with Sections 5.03(h) and 10.03 hereof, except to the extent unless such sale is permitted under clause made pursuant to Section 6.1 of the Loan Sale Agreement); (cC) the proceeds from such proposed sale would be less than the lesser of (x) the Adjusted Principal Balance of such Collateral Loan and (By) the purchase price of such Collateral Loan paid by the Borrower; or (D) if the purchase price for any Collateral Loan sale is less than during the Reinvestment Period, after giving effect to such Collateral Loan’s Adjusted proposed sale, the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower during the immediately preceding twelve calendar months (provided 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 Maximum Facility Amount, unless such sale is made pursuant to Section 6.1 of the Loan Sale Agreement; provided, that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s Agent in its sole discretion may consent under (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (BD)). ; provided, further, that the restriction in clause (iviii)(B) above in this Section 10.01(a) shall not apply to sales of 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, 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 Borrower (or the Servicer Collateral Manager on behalf of the Borrower) 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 Servicer, Collateral Manager) any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv5.03(e)(iii)):) and after giving effect to such sale and all other sales or purchases previously or simultaneously committed to: (i) no Default exists or Event of Default is continuing or would result upon giving effect theretothereto (unless, if a Default exists at the time of sale (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, each the Maximum Advance Rate Test is satisfied; (iii) upon giving effect thereto and the application of the proceeds thereof (or, with respect to the Interest Coverage Ratio Test, as of the most recent Monthly Reporting Date), the Interest Coverage Ratio Test is satisfied and each Collateral Quality Test is satisfied or, if a such Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iiiiv) such sale is made for Cash;Cash and such proceeds are deposited into the Collection Account; and (ivv) in the reasonable judgment of the ServicerCollateral Manager, there is no material adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor or any Affiliates of the Borrower, the Servicer, the Equityholder or the Sponsor, except to the extent such sale is permitted under clause (c) and (B) if the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under this clause (B)). provided, further, that the restriction in this clause (iv) above in this Section 10.01(av) shall not apply to sales of 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, if the Borrower entered into an agreement to sell any such Collateral Loan 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 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.

Discretionary Sales of Collateral Loans. Subject to the satisfaction of the conditions specified in Section 10.04, the Borrower (or the Servicer 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 Servicer, any Collateral Loan if such sale meets the requirements set forth below (as shown in the Borrowing Base Calculation Statement delivered with respect thereto in accordance with Section 5.02(d)(iv)): (i) no Default exists or would result upon giving effect thereto; (ii) upon giving effect thereto and the application of the proceeds thereof, each Coverage Test is satisfied and each Collateral Quality Test is satisfied or, if a Collateral Quality Test is not satisfied, either the compliance with any such test is maintained or improved or the Administrative Agent has consented to such sale in its sole discretion; (iii) such sale is made for Cash; (iv) in the judgment of the Servicer, there is no adverse selection of such Collateral Loans (as evidenced by a pro forma compliance, maintenance or improvement of the Borrowing Base); and (v) upon giving effect thereto and the application of the proceeds thereof, the Borrower shall have made any payment required to made pursuant to Section 2.07; provided that, notwithstanding the foregoing, the consent of the Administrative Agent (which shall be given in its sole discretion) shall be required for any sale (A) to the Servicer, the Equityholder, the Sponsor Equityholder or any Affiliates of the Borrower, the Servicer, the Equityholder Servicer or the SponsorEquityholder, except to the extent such sale is permitted under clause (c) and (B) if the purchase price for any Collateral Loan is less than such Collateral Loan’s Adjusted Principal Balance (provided that sales for at least the original purchase price (plus a related original issue discount) will not require the Administrative Agent’s consent under this clause (B)). provided, further, that the restriction in clause (iv) above in this Section 10.01(a) shall not apply to sales of 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, 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.