Common use of Discretionary Sales Clause in Contracts

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no any Collateral Manager Default or Event Loan that is not covered by another provision of Default has occurred and is continuing and, this Section 10.1; provided that immediately after giving effect to such Discretionary Sale, no each Collateral Manager DefaultQuality Test and each Concentration Limit is satisfied, Default or Event if not satisfied, the degree of Default compliance with each Collateral Quality Test and each Concentration Limit is maintained or improved; provided further that during the Reinvestment Period, such sale shall have occurred; only be permitted so long as (i) the Aggregate Principal Balance of all such Collateral Loans (excluding (u) Equity Securities, (v) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (w) Credit Risk Loans, (x) Post-Transition S&P CCC Collateral Loans, (y) Defaulted Loans and Ineligible Assets, and (z) Collateral Loans subject to a Specified Change) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) (except that in the case of a Permitted Securitization such 25% limitation shall not apply) or (ii) immediately after giving effect to such Discretionary Salesale is in connection with a Permitted Securitization (including, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit avoidance of any other party doubt, sales to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with that is not the prior written consent issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) of clause (b) of the Administrative Agent in its sole discretion definition of Permitted Distribution). Any written direction given by the Borrower or (B) the Services Provider on behalf of the Borrower to the Seller Collateral Agent that pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold deemed a representation and certification by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% or the Services Provider on behalf of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from Borrower to the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Collateral Agent and (b) any Discretionary Sale made pursuant to this clause (Bv) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Saleshas been satisfied.

Discretionary Sales. (i) The Borrower shall be permitted to sell Loans (eachor direct any Securitization Subsidiary to sell) Loan Assets to Persons other than the Originator or its Affiliates from time to time (such sale, a “Discretionary Sale”) subject to the following conditions: ); provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, (ii) any sale to an Affiliate of the Originator meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no Collateral Manager Default Borrowing Base Deficiency shall exist, (iv) no event has occurred, or would result from such sale, which constitutes an Unmatured Event of Default has occurred and is continuing and, immediately (v) after giving effect to such Discretionary Salesale, no Collateral Manager Defaultthe Weighted Average Life Test is satisfied or, Default if not satisfied, would be maintained or Event of Default shall have occurred;improved. (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount The Borrower shall be permitted to sell (xor direct any Securitization Subsidiary to sell) zero Non-Levered Loan Assets to any Person at any time without restriction. The proceeds of such sale may (i) be deposited into the Collection Account to be disbursed in accordance with Section 2.04 here or (yii) subject prior to the prior consent occurrence and continuation of an Event of Default, deposited into the Administrative Agent (in its sole discretion), an amount less than Contribution Account for distribution to the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale;Originator. (iii) the The Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right permitted to sell the related Loan)(or direct any Securitization Subsidiary to sell) ineligible Loan Assets (including any Equity Security or Margin Stock) at any time without restriction. In addition, provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents sell (or such lesser amount as consented direct any Securitization Subsidiary to by the Administrative Agent pursuant to clause (iisell) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower any Loan Asset without restriction in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% termination of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salesthis facility.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that that, the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementdiscretion; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and Agent and/or the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v2.14(b)(v) and (y) normal transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold or intended to be sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date)period; provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitationAgent; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted may sell Loan Assets from time to sell Loans time, without the consent of the Administrative Agent to Persons including the Transferor and its Affiliates (each, a “Discretionary Sale”) subject to the following conditions: ); so long as (i) the purchase price in cash deposited in the Collection Account with respect to such Discretionary Sale is at least equal to the Outstanding Loan Balance and otherwise complies with the pricing requirements set forth in clause (e) below, (ii) 100% of the net proceeds of such Discretionary Sale (in the same Currency as such Loan Asset, except with respect to a Foreign Currency Loan Asset subject to a Hedging Agreement) shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, (iii) no Collateral Manager Default or Event of Default has occurred and Suspension Period is continuing and, immediately after giving effect to or would result from such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the results in Collateral ManagerQuality Improvement, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (iiv) no event has occurred and is continuing, or would result from such Discretionary Sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such Discretionary Sale, which constitutes an Unmatured Event of Default, a Foreign Currency Excess Exposure or a Borrowing Base Deficiency and, with respect to a Borrowing Base Deficiency the Borrowing Base Cure Period is not in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), effect; provided that the Borrower may make effectuate a Discretionary Sale as necessary to (A) an Affiliate cure a Foreign Currency Excess Exposure or Borrowing Base Deficiency and terminate the Borrowing Base Cure Period and any Unmatured Event of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, Default arising therefrom so long as applicable, shall have received, as applicable, in immediately available funds, such Loan Asset is sold for an amount at least equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesLoan Balance.

Discretionary Sales. The Borrower shall be permitted have the right to sell Loans all or a portion (including, for the avoidance of doubt, pursuant to participation agreements or other agreements to effectuate assignments following an initial transfer of a participation interest or other portion of a Collateral Asset) of the Collateral Assets (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately Immediately after giving effect to such Discretionary Sale, : (i) no Borrowing Base Deficiency or Currency Asset Amount Shortfall exists or would occur as a result of such Discretionary Sale; provided that the Company may sell Collateral Manager Default, Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Default arising therefrom) in accordance with Section 2.03(b); (ii) no Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall occurred and be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Salecontinuing; (iii) The Company will not have sold Collateral Assets in Discretionary Sales (other than any such sales pursuant to the proviso in Section 5.19(b)) with an aggregate Principal Balance in excess of 20% (or 10% in the case of any Discretionary Sale of any Defaulted Obligation to the Borrower shall have delivered a Borrowing Base Certificate to Parent or any Affiliate thereof) of the Net Purchased Loan Balance without the prior consent of the Administrative Agent; (iv) unless the Discretionary Sale is necessary to cure a Borrowing Base Deficiency in accordance with Section 2.03(b), the sale price of each Collateral Asset subject to such Discretionary Sale shall not be made by less than the Assigned Value Percentage of such Collateral Asset without the prior consent of the Administrative Agent; (v) on or prior to the date of any Discretionary Sale, the Manager, on behalf of the BorrowerCompany, shall give the Administrative Agent (with a copy to an unaffiliated third party purchaser in a transaction the Collateral Administrator) written notice of such Discretionary Sale; (ivi) reflecting arms-such Discretionary Sale shall reflect arm’s length market terms and (ii) be in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), those which are customarily made or provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum sale of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or assets of such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) abovetype); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) on the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as date of such date); provided thatDiscretionary Sale, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(bSale (x) to reduce Advances Outstanding will be deposited directly into the Collection Account and (y) with respect to any sold Collateral Asset, will be in the Facility Amount is concurrently reduced pursuant same Eligible Currency as such Collateral Asset. (b) In connection with any Discretionary Sale, following deposit of all proceeds from such Discretionary Sale into the Collection Account, the Administrative Agent shall be deemed to Section 2.3(a) by an amount equal release and transfer to the proceeds Company all of the right, title and interest of the Administrative Agent for the benefit of the Secured Parties in, to and under such Collateral Asset(s) and related Collateral subject to such Discretionary SalesSale and such portion of the Collateral so transferred shall be released from the Lien of the Security Agreement.

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding, in connection with the transfer and assignment to the Seller by the Administrative Agent, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that c) After giving effect to the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of and the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) assignment to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vd) on On the related Discretionary Sale Date, the Administrative Agent, each Lender on behalf of the Purchasers, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, each applicable Lenderthe Purchasers, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that the Administrative Agent pursuant shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Facility Amount; (f) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale have been sent directly into the Collection Account for distribution in accordance with the provisions of Section 2.9 or 2.10, as applicable; (g) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale); and (h) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Administrative Agent, on behalf of the Secured Parties, shall, at the expense of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall be sent directly actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Lien of the Administrative Agent and (b) any Discretionary Sale made pursuant the Secured Parties on the portion of the Collateral to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds Seller and release and deliver to the Seller such portion of such Discretionary Salesthe Collateral to be retransferred to the Seller.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to or the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, Services Provider on behalf of the BorrowerBorrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1; provided that during the Reinvestment Period, to an unaffiliated third party purchaser in a transaction such sale shall only be permitted so long as (i) reflecting armsthe Aggregate Principal Balance of all such Collateral Loans (excluding (u) Equity Securities, (v) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (w) Credit Risk Loans, (x) Post-length market terms Transition S&P CCC Collateral Loans, (y) Defaulted Loans and Ineligible Assets, and (z) Collateral Loans subject to a Specified Change) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Amendment and Restatement Date, during the period commencing on the Amendment and Restatement Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Amendment and Restatement Date, as the case may be) (except that in the case of a Permitted Securitization such 25% limitation shall not apply) or (ii) such sale is in which the Borrower makes no representationsconnection with a Permitted Securitization (including, warranties or covenants and provides no indemnification for the benefit avoidance of any other party doubt, sales to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with that is not the prior written consent issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) of clause (b) of the Administrative Agent in its sole discretion definition of Permitted Distribution). Any written direction given by the Borrower or (B) the Services Provider on behalf of the Borrower to the Seller Collateral Agent that pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold deemed a representation and certification by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% or the Services Provider on behalf of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from Borrower to the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Collateral Agent and (b) any Discretionary Sale made pursuant to this clause (Bv) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Saleshas been satisfied.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the Determination Date immediately preceding the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Transferor pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to the Collateral Manager, an Affiliate of the Collateral Manager, or an Affiliate of the Issuer, the Collateral Manager Defaultobtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, Default if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, the value determined as the bid side market value of Default such Collateral Obligation either (A) as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, which value shall have occurred; be consented to by the Issuer through the Independent Review Party, if any, pursuant to Section 5 of the Collateral Management Agreement and certified by the Collateral Manager to the Trustee or (B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Person acquires such Collateral Obligation for a price equal to the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an aggregate outstanding principal balance at least equal to the outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, either Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment of one or more Loans, of the specified portion of Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the applicable Seller, shall have given the Administrative Agent written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and is continuing and, immediately after giving effect including (A) a list of all Loans to be sold and assigned pursuant to such Discretionary Sale and (B) a certification of the sale price (as a percentage of par) of every Loan subject to such Discretionary Sales (net of the expenses incurred in connection with the Discretionary Sale, no Collateral Manager Defaultwhich expenses shall be listed in the Discretionary Sale Notice), Default or Event of Default and the Administrative Agent shall have occurreddelivered to the applicable Seller its prior written consent (in its sole discretion) to such Discretionary Sale and to all or a portion of such expenses incurred; provided that (i) no such consent will be required for any Discretionary Sale of any Loan at a sale price greater than 90% of the par value of such Loan (net of the expenses incurred in connection with such Discretionary Sale) as of the date of the Discretionary Sale and (ii) no consent will be required for the first $25,000,000 (of Outstanding Loan Balance) worth of Loans sold after the Closing Date pursuant to a Discretionary Sale at a purchase price equal to or less than 90% of the par value thereof (net of expenses up to five (5) percent of the gross purchase price, or such higher level of expenses as approved in writing by the Administrative Agent in its sole discretion); (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the Borrowerapplicable Seller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower such Seller makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than Sale; provided, however, that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower Servicer may make a Discretionary Sale to (A) an Affiliate representations, warranties or covenants and provide indemnification for the benefit of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementsuch other party; (viii) After giving effect to the Discretionary Sale on any Discretionary Sale Date, (a) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event shall have resulted; and (iv) On the related Discretionary Sale Date, each Purchaser Agent, on behalf of the applicable Purchaser, shall have received in immediately available funds an amount equal to the sum of the Purchaser’s Pro-Rata Share of all of the net proceeds from such Discretionary Sale; provided that in the event that such Discretionary Sale results in the sale of all (or substantially all) remaining Loans included in the Collateral, then on the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Collateral Custodian and the Collateral CustodianBackup Servicer, the Affected Parties and the Indemnified Parties, as applicable, shall have received, as applicable, received in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) funds an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents Documents. (b) Notwithstanding anything to the contrary in Section 2.20(a), on or such lesser amount as consented prior to August 28, 2009, either Seller shall have the right to transfer and assign Loan No. 1923 made to FC-THC Acquisition LLC (and the related release of security interest by the Administrative Agent pursuant Agent) (the “Tandem Discretionary Sale”), subject to clause (ii) above);the following terms and conditions: (vii) on At least one Business Day prior to the related Tandem Discretionary Sale Date, the proceeds Servicer, on behalf of the applicable Seller, shall have given the Administrative Agent written notice of its intent to effect the Tandem Discretionary Sale (net of the “Tandem Discretionary Sale Notice”), specifying the Tandem Discretionary Sale Date; (xii) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such The Tandem Discretionary Sale shall be sent directly made by the Servicer, on behalf of the applicable Seller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which such Seller makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Collection AccountDiscretionary Sale; provided, however, that the Servicer may make representations, warranties or covenants and provide indemnification for the benefit of such other party; (iii) After giving effect to the Tandem Discretionary Sale on the Tandem Discretionary Sale Date, (a) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event shall have resulted; and (viiiv) On the aggregate OLB of all Loans which are sold by the Borrower in connection with a Tandem Discretionary Sale during any 12-month rolling period shall not exceed 30% Date each Purchaser Agent, on behalf of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as applicable Purchaser, shall have elapsed from the Closing Date as of such date); provided thatreceived in immediately available funds, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the such Purchaser’s Pro-Rata Share of not less than $24,000,000 to be applied as a prepayment of Advances Outstanding and any proceeds of the Tandem Discretionary Sale in excess of such Discretionary Salesamount shall be retained by the applicable Seller or its designee.

Discretionary Sales. The Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Borrower shall be permitted permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) subject to the following conditions: so long as (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be (x) zero or (y) subject calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior consent to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent (shall have consented in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect writing to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) prior to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject pricing date of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus Term Securitization (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale which consent shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during irrevocable following such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such pricing date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Borrower shall be permitted permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) subject to the following conditions: so long as (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be (x) zero or (y) subject calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior consent to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) and (b) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent (shall have consented in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect writing to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) prior to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject pricing date of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus Term Securitization (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale which consent shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during irrevocable following such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such pricing date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted have the right to sell Loans all or a portion (including, for the avoidance of doubt, pursuant to participation agreements or other agreements to effectuate assignments following an initial transfer of a participation interest or other portion of a Collateral Asset) of the Collateral Assets (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately Immediately after giving effect to such Discretionary Sale, : (i) no Borrowing Base Deficiency Amount exists or would occur as a result of such Discretionary Sale; provided that the Borrower may sell Collateral Manager Default, Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Default arising therefrom) in accordance with Section 2.03(b); (ii) no Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall occurred and be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale;continuing; and (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject date of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(bSale (x) to reduce Advances Outstanding will be deposited directly into the Collection Account and (y) with respect to any sold Collateral Asset, will be in Dollars. (b) In connection with any Discretionary Sale, following deposit of all proceeds from such Discretionary Sale into the Facility Amount is concurrently reduced pursuant Collection Account, the Administrative Agent shall be deemed to Section 2.3(a) by an amount equal release and transfer to the proceeds Borrower all of the right, title and interest of the Administrative Agent for the benefit of the Secured Parties in, to and under such Collateral Asset(s) and related Collateral subject to such Discretionary SalesSale and such portion of the Collateral so transferred shall be released from the Lien of the Security Agreement. (c) Notwithstanding anything to the contrary in this Section 2.13, the Borrower is at all times permitted to sell any Collateral Asset to an Approved Dealer in order to cure any Borrowing Base Deficiency in accordance with Section ‎2.03(b) so long as no Default or Event of Default would otherwise occur or be continuing after giving effect thereto.

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the release of Collateral from the Lien of this Agreement (each, a an “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing andAt least one Business Day prior to each Discretionary Sale Date, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default the Borrower shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of given the Administrative Agent written notice of its intent to effect a Discretionary Sale (in its sole discretioneach such notice a “Discretionary Sale Notice”), an amount less than specifying the Required Advance Reduction Amount immediately prior Discretionary Sale Date and including a list of all Loans to giving effect be released from the Lien of this Agreement pursuant to such Discretionary Sale; (iiiii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Borrower to an unaffiliated third party a purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementSale; (viii) After giving effect to the Discretionary Sale and the release of the Lien of this Agreement on any Discretionary Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; and (iv) On the related Discretionary Sale Date, the Administrative AgentAgent on behalf of the Lender (and with respect to its expenses, each Lender and the Collateral Custodian, as applicable, Trustee) shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be released to the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.21 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Trustee, the Affected Parties Lender and the Indemnified Affected Parties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Distribution Date (including, without limitation, Breakage Costs) in each case, to the extent attributable to the Collateral to be released to the Borrower pursuant to this Section 2.21; provided, that the Administrative Agent shall have the right to determine whether the amount paid (or such lesser amount as consented proposed to be paid) by the Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of clause (iii) and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, following receipt by the Administrative Agent pursuant of the amounts referred to in clause (iiiv) above, there shall be released from the Lien of this Agreement to the Borrower without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under the Collateral so released from the Lien of this Agreement (subject to the requirements of clause (iii) above);. (vic) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Trustee, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense of the Borrower (net i) execute such instruments of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly release with respect to the Collection Account; and portion of the Collateral to be released to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (viiii) deliver any portion of the aggregate OLB of all Loans which are sold by Collateral to be released to the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of its possession to the highest Aggregate OLB at any point during Borrower and (iii) otherwise take such 12-month period (or such lesser number of months actions, as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of it is directed by the Administrative Agent to be necessary and (b) any Discretionary Sale made pursuant appropriate to clause (B) or (C) release the Lien of Section 2.14(iv) shall the Trustee on the portion of the Collateral to be excluded from such 30% limitation; provided, further, that released to the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal release and deliver to the proceeds Borrower such portion of such Discretionary Salesthe Collateral to be released to the Borrower.

Discretionary Sales. The (A) So long as no Event of Default shall have occurred and be continuing, the Borrower or the Collateral Manager on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1; provided that such sale shall be permitted to sell Loans only so long as (each, a “Discretionary Sale”x) subject the sale price of such Collateral Loan is at least equal to the following conditions:purchase price of such Collateral Loan (after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments thereof) or (y) if the sale price of such Collateral Loan is less than the purchase price of such Collateral Loan (after adding the amount of any subsequent borrowings and subtracting the amount of any subsequent repayments thereof), the Aggregate Principal Balance of all such Collateral Loans sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 20% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be); and (iB) no Collateral Manager Default or if an Event of Default has occurred and is continuing andcontinuing, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero if the Sale Proceeds from the sale of such Collateral Loan are at least equal to the Investment Criteria Adjusted Balance of such Collateral Loan or (y) subject to during the prior consent of the Administrative Agent (in its sole discretion)Reinvestment Period other than during a Restricted Trading Period, an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) if the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by or the Collateral Manager, Manager on behalf of the Borrower reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Servicing Standard, in one or more additional Collateral Loans with an Aggregate Principal Balance (together with any Collateral (which, for the avoidance of doubt, may be Collateral Loans or Cash) contributed (which contribution shall be irrevocable) by the Borrower or the Collateral Manager on the Borrower, ’s behalf prior to an unaffiliated third party purchaser in a transaction such sale) at least equal to the Investment Criteria Adjusted Balance of such Collateral Loan by the later of (i) reflecting arms-length market terms 30 Business Days of the settlement date of such sale and (ii) in which the next succeeding Collateral Report Determination Date. Any written direction given by the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit Collateral Manager on behalf of any other party the Borrower to the Discretionary Sale Collateral Agent pursuant to this clause (other than that v) shall be deemed a representation and certification by the Borrower has good title thereto, free and clear or the Collateral Manager on behalf of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to the Collateral Agent that subclauses (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or and (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salesbeen satisfied.

Discretionary Sales. The Subject to Section 2.14(b) below, Borrower shall be permitted to sell Loans or dispose of Portfolio Assets (eacheach such sale or disposition, a “Discretionary Sale”) subject to the following conditions:conditions (as shall be deemed certified upon the delivery by the Borrower or the Collateral Manager on its behalf of any direction or other instruction to the Collateral Agent in connection with such Discretionary Sale): (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) (A) the Borrower shall be deemed to have certified to the Administrative Agent and the Collateral Agent that the representations and warranties contained in Section 4.1 and Section 4.2 hereof, (B) the Collateral Manager shall be deemed to have certified to the Administrative Agent and the Collateral Agent that the representations and warranties contained in Section 4.3 hereof, and (C) the Seller shall be deemed to have certified to the Administrative Agent and the Collateral Agent that the representations and warranties contained in Section 4.5 hereof, in each case, shall continue to be correct in all material respects following any sale or substitution, except to the extent any such representation or warranty relates to an earlier date; (iv) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent (with a copy to the Collateral Agent); (ivv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-arm’s length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related LoanPortfolio Asset), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion reflecting arm’s length market terms or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (vvi) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral CustodianAgent, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Portfolio Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vivii) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v2.14(a)(vi) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and, and the Borrower shall notify the Administrative Agent and the Collateral Agent of any amount to be deposited into the Collection Account in connection with such sale; (viiviii) the aggregate OLB of all Loans Portfolio Assets which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 3020% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 3020% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv2.14(a)(v) shall be excluded from such 3020% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans Portfolio Assets exceeding such 3020% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b2.7(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales; (ix) no adverse selection procedures were employed by the Borrower or the Collateral Manager in selecting such Portfolio Asset for sale or disposition; (x) any repayment of Advances Outstanding in connection with any sale or disposition of Portfolio Assets hereunder shall comply with the requirements set forth in Section 2.3; (xi) the Borrower shall pay an amount equal to all accrued and unpaid costs and expenses (including, without limitation, reasonable legal fees) of the Administrative Agent, the Lenders and the Collateral Agent in connection with any such sale or disposition (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties and any other party having an interest in the Portfolio Asset in connection with such sale, substitution or repurchase); (xii) the Borrower shall, not later than ten (10) Business Days prior to the date of such sale or disposition, deliver to the Administrative Agent, the Collateral Agent and each Lender a certificate and evidence to the reasonable satisfaction of such parties (which satisfaction shall be confirmed in writing by the Administrative Agent and each Lender) that the Borrower shall have sufficient funds on or prior to the date of such sale to pay the outstanding Obligations in full pursuant to Section 2.8 (which funds may be derived from completion of such Discretionary Sale); and (xiii) if the Portfolio Asset is sold or disposed for a price less than the Assigned Value of such Portfolio Asset as of the date of such sale, the Administrative Agent shall have provided its prior written consent to such sale in its sole discretion.

Discretionary Sales. The Subject to Section 2.07(d), the Borrower shall be permitted may sell any Loan to sell Loans any Person, including Affiliates of the Transferor subject to Section 2.07(f) below, (each, a “Discretionary Sale”) subject to the following conditions: so long as (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Unmatured Event of Default or Event of Default shall have occurred; , (ii) except as set forth in Section 2.07(d)(ii) or unless the Administrative Agent shall have provided prior written consent, the sale price of any such Loan sold pursuant to a Discretionary Sale shall be equal to or greater than its Adjusted Borrowing Value, (iii) 100% of the proceeds from the sale of the Loan(s) in connection with such Discretionary Sale are deposited in the Collection Account, (iv) immediately after giving effect to such Discretionary Sale, no Borrowing Base Deficiency exists and (v) after giving effect to any such sale, the Required Advance Reduction Amount Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved; provided that, in the event a Borrowing Base Deficiency shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount have existed immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (Ax) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion Agent, effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary Sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency is reduced or (By) to without the Seller pursuant to any exercise consent of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary Sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency will be cured. Notwithstanding the Collateral Custodianforegoing, as applicablethe Borrower shall be permitted to sell ineligible Portfolio Assets (including any Equity Security or Margin Stock) and any portion of a Loan in excess of the applicable Concentration Limitations, shall have received, as applicablesubject to Section 2.07(f), in immediately available fundseach case (A) for fair market value (as determined by the Servicer), an amount equal to the sum of (aB) an amount sufficient to reduce the Advances Outstanding such thatso long as, after giving effect to the transfer of the Loans that are the subject of any such Discretionary Salesale, the Required Advance Reduction Amount will Collateral Quality Tests are satisfied or, if not satisfied, would be equal maintained or improved and (C) in the event a Borrowing Base Deficiency shall have existed immediately prior to zero plus (b) an amount equal giving effect to all unpaid Interest then due such sale, immediately after giving effect to such sale and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all any other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable action taken pursuant to Section 2.14(v) and (y) transactional expenses) from 2.06 substantially contemporaneous therewith, such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (Borrowing Base Deficiency is reduced or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salescured.

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment by the Seller (and related release of security interest by the Administrative Agent, on behalf of the Secured Parties), of the specified portion of Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets and/or Eligible Treasury Securities to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementSale; (vc) After giving effect to the Discretionary Sale on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (d) On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (ai) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets and/or Eligible Treasury Securities that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (bii) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (ciii) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that, the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (i) through (iii) of this clause (iid) above)and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) on The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Facility Amount; provided that, for avoidance of doubt, Discretionary Sales involving Eligible Treasury Securities shall not count towards such 20% limitation; and (f) On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (Account or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b2.11(g) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of if such Discretionary SalesSale was a sale of any Eligible Treasury Security. (g) The consideration for any Discretionary Sale occurring during the Amortization Period shall be no less than the sum of the Outstanding Asset Balances of the Assets subject to such Discretionary Sale unless otherwise consented to in writing by the Administrative Agent.

Discretionary Sales. The Borrower or the Collateral Manager on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1; provided that such sale shall be permitted only so long as (A)(i) the Aggregate Principal Balance of all such Collateral Loans sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) or (ii) such sale is in connection with a Permitted Securitization (including, for the avoidance of doubt, sales to sell Loans an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (eachx) of clause (b) of the definition of Permitted Distribution), (B) such Loan is sold for a “Discretionary Sale”) subject price not less than its Principal Balance (unless the Borrower has received a capital contribution in an amount equal to the following conditions: excess of such Principal Balance over such sale price); provided that this clause (iB) no Collateral Manager Default or Event of Default has occurred shall not apply during the Reinvestment Period so long as before and is continuing and, immediately after giving effect to such Discretionary Salesale the Senior Advance Rate Test and each Coverage Test are satisfied, no or if not satisfied, maintained or improved. Any written direction given by the Borrower or the Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in the Collateral Agent that pursuant to this clause (v) shall be deemed a transaction (i) reflecting arms-length market terms representation and (ii) in which certification by the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate Collateral Manager on behalf of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; Collateral Agent this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Saleshas been satisfied.

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment by the Seller (and related release of security interest by the Administrative Agent, on behalf of the Secured Parties), of the specified portion of Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementSale; (viii) After giving effect to the Discretionary Sale on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (iv) On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that, the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) of this clause (iiiv) above)and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (v) The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Facility Amount; and (vi) on On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and. (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) The consideration for any Discretionary Sale may occurring during the Amortization Period shall be excluded from such 30% limitation with no less than the prior written consent sum of the Administrative Agent and (b) any Outstanding Asset Balances of the Assets subject to such Discretionary Sale made pursuant unless otherwise consented to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that in writing by the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesAdministrative Agent.

Discretionary Sales. The Borrower or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1; provided that such sale shall be permitted only so long as (A)(i) the Aggregate Principal Balance of all such Collateral Loans (excluding (v) Equity Securities, (w) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (x) Post-Transition S&P CCC Collateral Loans, (y) Credit Risk Loans and (eachz) Defaulted Loans) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) or (ii) such sale is in connection with a “Discretionary Sale”Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) subject of clause (b) of the definition of Permitted Distribution), (B) such Loan is sold for a price not less than its Principal Balance (unless the Borrower has received a capital contribution in an amount equal to the following conditions: excess of such Principal Balance over such sale price); provided that this clause (iB) no Collateral Manager Default or Event of Default has occurred shall not apply during the Reinvestment Period so long as before and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; sale the Overcollateralization Ratio is not less than 176.76% and (iiC) immediately after giving effect to such Discretionary Salesale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent requirements of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to Section 5.37 are satisfied as of such Discretionary Sale; (iii) date. Any written direction given by the Borrower shall have delivered a Borrowing Base Certificate to or the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, Services Provider on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in the Collateral Agent that pursuant to this clause (v) shall be deemed a transaction (i) reflecting arms-length market terms representation and (ii) in which certification by the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate Services Provider on behalf of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; Collateral Agent this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Saleshas been satisfied.

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date the Borrower shall be permitted have the right, subject to sell the payment of any Call Premium owed pursuant to Section 2.4(b), to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Borrower by the Trustee, for the benefit of the Secured Parties, of one or more Loans (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event At least one Business Day prior to such Discretionary Sale Date, the Borrower shall have recommended to the Administrative Agent in writing that the related Loan should be sold and shall have given the Administrative Agent (with a copy to the Trustee) written notice of Default has occurred its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date, including a list of all Loans to be sold and is continuing and, immediately after giving effect assigned pursuant to such Discretionary Sale and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Discretionary Sale, ; provided that no Collateral Manager Default, Default such consent will be required for any Discretionary Sale of any Loan at a price equal to or Event greater than the Assigned Value of Default shall have occurredsuch Loan as of the date of the Discretionary Sale; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in a transaction (iw) in accordance with the Servicing Standard, (x) reflecting arms-length market terms and terms, (iiy) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than any representations, warranties or covenants relating to the Borrower’s ownership of or title to the Loan that is the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate subject of the Defaulted Loan Sale that are standard and customary in connection with such a sale or for which the Originator has agreed to fully indemnify the Borrower) and (z) the primary purpose of which is other than to maximize gain or minimize loss on the Borrower’s assets and such purpose of the transaction shall be set forth in writing by Borrower in the notice delivered pursuant to sub-clause (i) above; (iii) The Servicer shall deliver to the Administrative Agent (with a copy to the prior written consent Trustee) a completed Borrowing Base Certificate and other evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in its sole discretion or accordance with this Agreement (Bunless a Discretionary Sale is to be effected on a Payment Date, in which case there must be sufficient Available Funds to effect the contemplated Discretionary Sale in accordance with the terms of this Agreement); (iv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under related Collateral on any Discretionary Sale Date, (a) the Advances Outstanding shall not exceed the Maximum Availability, (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreement;extent relating to an earlier date, and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; and (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender and Trustee on behalf of the Collateral Custodian, as applicable, Secured Parties shall have received, as applicableinto the Collection Account, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.20 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Trustee and the Backup Servicer, the Purchaser Agents, the applicable Purchaser, any other Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Collateral to be sold by the Borrower pursuant to this Section 2.20; provided that the Trustee, the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Borrower on the Discretionary Sale Date is sufficient to satisfy such requirements and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale; provided, further, that any proceeds of such Discretionary Sale in excess of the amount so deposited into the Collection Account also shall be deposited into the Collection Account and used to prepay Advances Outstanding on such Discretionary Sale Date. (b) In connection with any Discretionary Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (iiv) above, there shall be sold and assigned to the Borrower (for further sale to a third-party unaffiliated with the Borrower, the Originator or the Servicer) without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Trustee, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral subject to such Discretionary Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii) and (iv) above);. (vic) The Originator hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Trustee, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee shall, at the expense of the Borrower (net i) execute such instruments of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly release with respect to the Collection Account; and portion of the Collateral to be retransferred to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (viiii) deliver any portion of the aggregate OLB of all Loans which are sold by Collateral to be retransferred to the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from Trustee and the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with Secured Parties on the prior written consent portion of the Administrative Agent and (b) any Discretionary Sale made pursuant Collateral to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that retransferred to the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal release and deliver to the proceeds Borrower such portion of such Discretionary Salesthe Collateral to be retransferred to the Borrower.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to an Affiliate of the Collateral Manager Defaultor the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, the value determined as the bid side market value of Default such Collateral Obligation either (A) as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser, or has applied to be a Registered Investment Adviser) consistent with the Collateral Manager Standard, which value shall have occurred; be consented to by the Issuer through the Independent Review Party, if any, pursuant to Section 5 of the Collateral Management Agreement and certified by the Collateral Manager to the Trustee or (B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation for a price equal to the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. (a) The Borrower shall be permitted have the right to sell Loans all or a portion (including, for the avoidance of doubt, pursuant to participation agreements or other agreements to effectuate assignments following an initial transfer of a participation interest or other portion of a Collateral Asset) of the Collateral Assets (each, a “Discretionary Sale”) ), subject to the following conditions: terms and conditions (i) no Collateral Manager Default or Event of Default has occurred and is continuing andunless otherwise agreed to by the Administrative Agent), provided that, immediately after giving effect to such Discretionary Sale, : (i) no Borrowing Base Deficiency exists or would occur as a result of such Discretionary Sale; provided that the Borrower may sell Collateral Manager Default, Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Default arising therefrom) in accordance with Section 2.03(b); (ii) no Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Saleoccurred and be continuing, provided that the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (Borrower may sell Collateral Assets as necessary in its sole discretionaccordance with Section 2.03(b), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) during the immediately preceding 12-month period, the Borrower shall will not have delivered sold Collateral Assets (other than Collateral Assets that are not Eligible Collateral Assets, Collateral Assets sold in connection with a Borrowing Base Certificate to CLO Takeout or Collateral Assets that are Credit Risk Obligations) in Discretionary Sales with an aggregate Principal Balance in excess of 20% of the highest aggregate Principal Balance during such period without the prior consent of the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-reflect arm’s length market terms and (ii) be in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), those which are customarily made or provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower in connection with the prior written consent sale of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise assets of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement;such type); and (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject date of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(bSale (x) to reduce Advances Outstanding will be deposited directly into the Collection Account and (y) with respect to any sold Collateral Asset, will be in Dollars. (b) In connection with any Discretionary Sale, following deposit of all proceeds from such Discretionary Sale into the Facility Amount is concurrently reduced pursuant Principal Proceeds Account, the Administrative Agent shall be deemed to Section 2.3(a) by an amount equal release and transfer to the proceeds Borrower all of the right, title and interest of the Administrative Agent for the benefit of the Secured Parties in, to and under such Collateral Asset(s) and related Collateral subject to such Discretionary SalesSale and such portion of the Collateral so transferred shall be released from the Lien of the Security Agreement.

Discretionary Sales. The Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Borrower shall be permitted permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “Discretionary Sale”) subject to the following conditions: so long as (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be (x) zero or (y) subject calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior consent to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof) (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to [Investcorp] Loan and Security Agreement the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof; and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination in full of this Agreement), the Administrative Agent (shall have consented in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect writing to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) prior to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject pricing date of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus Term Securitization (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale which consent shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during irrevocable following such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such pricing date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell any Collateral Loan that is not covered by another provision of this Section 10.1; provided that such sale shall be permitted only so long as (A)(i) the Aggregate Principal Balance of all such Collateral Loans (excluding (v) Equity Securities, (w) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (x) Post-Transition S&P CCC Collateral Loans, (y) Credit Risk Loans and (eachz) Defaulted Loans) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) or (ii) such sale is in connection with a “Discretionary Sale”Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy clause (x) subject of the definition of Permitted Distribution), (B) such Loan is sold for a price not less than its Principal Balance (unless the Borrower has received a capital contribution in an amount equal to the following conditions: excess of such Principal Balance over such sale price); provided that this clause (iB) no Collateral Manager Default or Event of Default has occurred shall not apply during the Reinvestment Period so long as before and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; sale the Overcollateralization Ratio is not less than 176.76% and (iiC) immediately after giving effect to such Discretionary Salesale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent requirements of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to Section 5.37 are satisfied as of such Discretionary Sale; (iii) date. Any written direction given by the Borrower shall have delivered a Borrowing Base Certificate to or the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, Services Provider on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in the Collateral Agent that pursuant to this clause (v) shall be deemed a transaction (i) reflecting arms-length market terms representation and (ii) in which certification by the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate Services Provider on behalf of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; Collateral Agent this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Saleshas been satisfied.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: : (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent 68 USActive 60440347.7 of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; ; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; ; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; ; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); ; (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility 69 USActive 60440347.7 Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales; and (viii) if such Discretionary Sale is to the Equityholder, (a) the aggregate principal of all Equityholder Loans which are sold or distributed by the Borrower to the Equityholder (excluding any Loans repurchased by the Equityholder pursuant to Section 7.1 of the Sale Agreement) shall not exceed, collectively, 20% of the Equityholder Purchased Loan Balance and (b) the aggregate principal of all Equityholder Loans that are defaulted Loans which are sold or distributed by the Borrower to the Equityholder (excluding any Loans repurchased by the Equityholder pursuant to Section 7.1 of the Sale Agreement) shall not exceed, collectively, 10% of the Equityholder Purchased Loan Balance.

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer, assignment and release to the Seller by the Trustee, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Seller shall have given the Administrative Agent (with a copy to the Trustee and the Backup Servicer) written notice of Default has occurred its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and is continuing and, immediately after giving effect including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default and the Administrative Agent shall have occurredconsented in writing to such Discretionary Sale in its sole and absolute discretion; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretionExcept as permitted by Section 2.21(a)(iii), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Seller to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that iii) The Servicer shall deliver to the Borrower has good title thereto, free Administrative Agent (with a copy to the Trustee and clear of all Liens the Backup Servicer) a certificate and has evidence to the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that (x) the Seller shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement (unless an Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Servicing Report)), and (y) the aggregate Principal Balance of the Asset or Assets which are the subject of the proposed Discretionary Sale, together with the aggregate Principal Balance of the Asset or Assets sold in all other Discretionary Sales made in the preceding 12 month period (which amount shall not include the aggregate Principal Balance of any Asset(s) sold in a Discretionary Sale made in the preceding 12 month period where (i) the Discretionary Sale occurred within 90 days after such Asset became part of the Collateral and (ii) following such Discretionary Sale, a portion of such Asset remained part of the Collateral, shall not exceed 7.5% of the highest Principal Collateral Value of any month during the 12 month period immediately preceding such date of determination. In effecting an Discretionary Sale, the Seller may use the Proceeds of sales of the Collateral to satisfy its sole discretion or remittance obligations hereunder; provided that, notwithstanding clause (Bii) of this Section 2.21(a), but subject to the Administrative Agent’s prior written consent, the Seller may make Discretionary Sales of Real Estate Loans to its Affiliates on arms-length market terms, and such Discretionary Sales shall not be subject to clause (y) above. (iv) After giving effect to the Discretionary Sale and the assignment to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreement;extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event shall have resulted; and (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser and the Collateral CustodianHedge Counterparties, as applicable, the Trustee and the Backup Servicer shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Seller pursuant to zero this Section 2.21 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each the Trustee, and Backup Servicer, the Purchaser Agents, the applicable LenderPurchaser, the Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Collateral to be sold by the Seller pursuant to this Section 2.21; provided that the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) above and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (iiv) above, there shall be transferred, assigned and set-over to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii), and (iv) above);. (vic) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense and request of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall actions as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be sent directly retransferred to the Collection Account; and (vii) Seller and release and deliver to the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% Seller such portion of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may Collateral to be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds of such Discretionary SalesSeller.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans any Collateral Obligation (eachother than one being sold pursuant to clauses (a) through (f) above or clause (h) below) (each such sale, a “"Discretionary Sale”") subject to the following conditionsat any time other than during a Restricted Trading Period if: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this paragraph (g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the Determination Date immediately preceding the first day of such 12 calendar month period (or as of the Closing Date, as the case may be) and (B) if such Collateral Obligation is to be sold to the Collateral Manager, an Affiliate of the Collateral Manager Defaultor an Affiliate of the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, the value determined as the bid side market value of Default such Collateral Obligation either (1) as reasonably determined by the Collateral Manager (so long as the Collateral Manager or the Sub-Advisor is a Registered Investment Adviser) consistent with the Collateral Manager Standard, which value shall have occurred;be certified by the Collateral Manager to the Trustee or (2) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Person acquires such Collateral Obligation for a price equal to the value so determined; and (ii) immediately either (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an aggregate outstanding principal balance at least equal to the outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The Borrower shall be permitted to sell Loans Loan Assets to Persons, including the Transferor and Affiliates of the Transferor, from time to time prior to the declaration or automatic occurrence of the Facility Maturity Date (eachsuch sale, a “Discretionary Sale”) subject to the following conditions: ); provided that (i) no Collateral Manager Default the proceeds of such sale shall be deposited into the Collection Account to be applied in accordance with the terms hereof, (ii) any sale to the Transferor or Event an Affiliate of Default has occurred and is continuing andthe Transferor meets the requirements set forth in Section 2.07(d) below, immediately (iii) after giving effect to any such Discretionary Salesale and any other sales conducted substantially concurrently therewith, no Collateral Manager Default, Default or Event of Default Borrowing Base Deficiency shall exist; provided that in the event a Borrowing Base Deficiency shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount existed immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (Ax) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary Sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency is reduced or (By) to without the Seller pursuant to any exercise consent of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodianeffect a Discretionary Sale so long as, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary SaleSale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, the Required Advance Reduction Amount such Borrowing Base Deficiency will be equal ​ cured, (iv) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing (other than a Borrowing Base Deficiency for which the sale is being made to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (reduce or such lesser amount as consented to by the Administrative Agent eliminate pursuant to clause (iiiii) above); , or would result from such sale, which constitutes an Unmatured Event of Default, and (viv) on the related Discretionary Sale Dateafter giving effect to any such sale, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall Collateral Quality Tests are satisfied or, if not satisfied, would be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (maintained or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salesimproved.

Discretionary Sales. The Subject to Section 2.14(b) below, Borrower shall be permitted to sell Loans or dispose of Portfolio Assets (eacheach such sale or disposition, a “Discretionary Sale”) subject to the following conditions: conditions (as shall be deemed certified upon the delivery by the Borrower or the Collateral Manager on its behalf of any direction or other instruction to the Collateral Agent in connection with such Discretionary Sale): (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) immediately after giving effect to such Discretionary Sale, : (1) the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale;; and (2) each of the Applicable Currency Required Advance Reduction Amounts (if any) shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the relevant Applicable Currency Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) (iiiA) the Borrower shall be deemed to have certified to the Administrative Agent and the Collateral Agent that the representations and warranties contained in Section 4.1 and Section 4.2 hereof, (B) the Collateral Manager shall be deemed to have certified to the Administrative Agent and the Collateral Agent that the representations and warranties contained in Section 4.3 hereof, and (C) the Seller shall be deemed to have certified to the Administrative Agent and the Collateral Agent that the representations and warranties contained BUSINESS.32224493.6 92 in Section 4.5 hereof, in each case, shall continue to be correct in all material respects following any sale or substitution, except to the extent any such representation or warranty relates to an earlier date; (iv) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent (with a copy to the Collateral Agent; ); (ivv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-arm’s length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related LoanPortfolio Asset), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion reflecting arm’s length market terms or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; ; (vvi) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral CustodianAgent, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Portfolio Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero and each of the Applicable Currency Required Advance Reduction Amounts (if any) will be equal to zero, plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); ; (vivii) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v2.14(a)(vi) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account, and the Borrower shall notify the Administrative Agent and the Collateral Agent of any amount to be deposited into the Collection Account in connection with such sale; and (viiviii) the aggregate OLB of all Loans Portfolio Assets which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 3020% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 3020% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv2.14(a)(v) shall be excluded from such 3020% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans Portfolio Assets exceeding such 3020% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b2.7(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesBUSINESS.32224493.

Discretionary Sales. The Borrower shall be permitted or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no any Collateral Manager Default or Event Loan that is not covered by another provision of Default has occurred and is continuing and, this Section 10.1; provided that immediately after giving effect to such Discretionary SaleSalesale, no each Collateral Manager DefaultQuality Test and each Concentration LimitLimitation is satisfied, Default or Event if not satisfied, the degree of Default compliance with each Collateral Quality Test and each Concentration LimitLimitation is maintained or improved; provided further that during the Reinvestment Period, such sale shall have occurred; only be permitted so long as (i) the Aggregate Principal Balance of all such Collateral Loans (excluding (u) Equity Securities, (v) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (w) Credit Risk Loans, (x) Post-Transition S&P CCC Collateral Loans, (y) Defaulted Loans and Ineligible Assets, and (z) Collateral Loans subject to a Specified Change) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) (except that in the case of a Permitted Securitization such 25% limitation shall not apply) or (ii) immediately after giving effect to such Discretionary Salesale is in connection with a Permitted Securitization (including, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit avoidance of any other party doubt, sales to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with that is not the prior written consent issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) of clause (b) of the Administrative Agent in its sole discretion definition of Permitted Distribution). Any written direction given by the Borrower or (B) the Services Provider on behalf of the Borrower to the Seller Collateral Agent that pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; this clause (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold deemed a representation and certification by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% or the Services Provider on behalf of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from Borrower to the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Collateral Agent and (b) any Discretionary Sale made pursuant to this clause (Bv) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Saleshas been satisfied.

Discretionary Sales. The Prior to the Revolving Period Termination Date, the Borrower shall be permitted have the right to sell Loans (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerAdministrator, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that that, the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementdiscretion; (vii) After giving effect to the Discretionary Sale, the receipt of funds provided for in clause (iii) below and the assignment to the Borrower of the Collateral on any Discretionary Sale Date, the Administrative Agent and each lender shall have received from the Borrower a certificate establishing (and in the case of clause (a) including detail and a Borrowing Base calculation) that (a) the Required Advance Reduction Amount is equal to zero, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) no Event of Default shall have resulted; (iii) On the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above)Documents; (viiv) on On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) normal transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (viiv) the aggregate OLB of all Loans which are sold by the Borrower in connection with a No such Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided thatmay, (a) any Discretionary Sale may be excluded from such 30% limitation with without the prior written consent of the Administrative Agent, in its sole discretion, be made if an Event of Default has occurred and is continuing and the Obligations have been accelerated as a result thereof (and such acceleration has not been rescinded). If a Loan owned by the Borrower ceases to be an Eligible Loan solely due to a breach of representation or warranties of the seller, that Loan may be sold back to the seller upon notice to (but not the prior written consent of) the Administrative Agent and (b) any if all other requirements of a Discretionary Sale made pursuant to clause (Bas set forth in this Section 2.15) or (C) are satisfied as of Section 2.14(iv) shall be excluded from the date of such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal sale back to the proceeds of such Discretionary Salesseller.

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer, assignment and release to the Seller by the Trustee, on behalf of the Secured Parties, of the Collateral (each, a an “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing andAt least one Business Day prior to each Discretionary Sale Date, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default the Seller shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of given the Administrative Agent (in with a copy to the Trustee and the Backup Servicer) written notice of its sole discretionintent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), an amount less than specifying the Required Advance Reduction Amount immediately prior Discretionary Sale Date and including a list of all Assets to giving effect be sold and assigned pursuant to such Discretionary Sale; (iiiii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Seller to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a iii) No Discretionary Sale shall be made unless the Principal Collateral Value is greater than $150,000,000 at such date of determination; (iv) The Servicer shall deliver to the Administrative Agent (Awith a copy to the Trustee and the Backup Servicer) an Affiliate of a certificate and evidence to the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent in its sole discretion or (Bwhich evidence may consist solely of a certificate from the Servicer) to that (x) the Seller pursuant shall have sufficient funds on the related Discretionary Sale Date to any exercise effect the contemplated Discretionary Sale in accordance with this Agreement (unless an Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Servicing Report)), and (y) the aggregate Principal Balance of the Seller’s mandatory repurchase obligation under Section 7.1 Asset or Assets which are the subject of the Sale Agreementproposed Discretionary Sale, together with the aggregate Principal Balance of the Asset or Assets sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 7.5% of the highest Principal Collateral Value of any month during the 12 month period immediately preceding such date of determination. In effecting an Discretionary Sale, the Seller may use the Proceeds of sales of the Collateral to satisfy its remittance obligations hereunder; (v) After giving effect to the Discretionary Sale and the assignment to the Seller of the Collateral on any Discretionary Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vi) After giving effect to the Discretionary Sale, the Average Pool Delinquency Ratio shall not exceed 2.5%, the Average Pool Charged-Off Ratio shall not exceed 1.5%, and the Average Portfolio Charged-Off Ratio shall not exceed 1.75%; and (vii) On the related Discretionary Sale Date, the Administrative Agent, the Swingline Purchaser, each Lender Purchaser Agent, on behalf of the applicable Purchaser and the Collateral CustodianHedge Counterparties, as applicable, the Trustee and the Backup Servicer shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Seller pursuant to zero this Section 2.21 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each the Trustee, and Backup Servicer, the Purchaser Agents, the applicable LenderPurchaser, the Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Collateral to be sold by the Seller pursuant to this Section 2.21; provided, that the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (iivii) above, there shall be transferred, assigned and set-over to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii), (iv), (v) and (vi) above);. (vic) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense and request of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall actions as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be sent directly retransferred to the Collection Account; and (vii) Seller and release and deliver to the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% Seller such portion of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may Collateral to be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds of such Discretionary SalesSeller.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans any Collateral Obligation at any time other than during a Restricted Trading Period if (each, a “Discretionary Sale”i)(A) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 20% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Originator pursuant to the Master Loan Sale Agreement and this Indenture, and (B) such Collateral Obligation is to be sold to an Affiliate of the Collateral Manager Defaultor the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, a Valuation of Default shall have occurred; the Collateral Obligation (the highest bid provided by an unaffiliated loan market participant described in clause (x) or the fair market value established by the Valuation described in clause (y), (the “Applicable Qualified Valuation”)), and such Affiliate acquires such Collateral Obligation for a price equal to the price established by such Applicable Qualified Valuation; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (anticipated net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salessale) will be greater than the Reinvestment Target Par Balance.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that that, the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementdiscretion; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v2.14(b)(v) and (y) normal transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold or intended to be sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing A&R Effective Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitationAgent; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that that, the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementdiscretion; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and Agent and/or the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an USActive 37382726.29 61 amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v2.14(b)(v) and (y) normal transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold or intended to be sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date)period; provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitationAgent; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment by the Borrower (and related release of security interest by the Trustee, on behalf of the Secured Parties), of the specified portion of Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one (1) Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Borrower, shall have given the Administrative Agent, each Lender Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting armsarm’s-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has provides no indemnification for the right benefit of any other party to sell the Discretionary Sale, other than indemnification with respect to such representations, warranties or covenants regarding good title and Liens and customary representations and warranties related Loan)to the corporate power, provided that authority, authorization and the Borrower may make a Discretionary Sale to (A) an Affiliate like of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementBorrower; (c) After giving effect to the Discretionary Sale and the assignment by the Borrower of the Collateral on any Discretionary Sale Date, (i) the Availability is greater than or equal to $0, (ii) the representations and warranties contained in Section 4.1 and Section 4.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (iii) neither an Unmatured Termination Event nor a Termination Event shall have resulted, (iv) the Collateral Quality Tests shall be satisfied and (v) on the Portfolio Acquisition and Disposition Requirements shall be satisfied; (d) On the related Discretionary Sale Date, the Administrative Agent, each Lender Agent, on behalf of the applicable Lender, the Hedge Counterparties, the Trustee and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (ai) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero plus or greater than $0, (bii) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Lender Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus Sale, and (ciii) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Lender Agents, each applicable Lender, the Trustee, the Backup Servicer, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that the Administrative Agent pursuant and each Lender Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (i) through (iii) above and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale; (e) In connection with any Discretionary Sale, following receipt by the Lender Agents of the amounts referred to in clause (iid) above, there shall be transferred, assigned and set-over to the Borrower (or, in the case of any partial prepayment of Advances Outstanding, to the assignee of the applicable Collateral) without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (a) through (d) above); (vif) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense and request of the Borrower (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Borrower (xor, in the case of any partial prepayment of Advances Outstanding, to the assignee of the applicable Collateral), in recordable form if necessary, in favor of the Borrower (or the applicable assignee) amounts payable pursuant as the Borrower (or such assignee) may reasonably request, (ii) deliver any portion of the Collateral to Section 2.14(vbe retransferred to the Borrower (or such assignee) in its possession to the Borrower (or such assignee) and (yiii) transactional expensesotherwise take such actions as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be retransferred to the Borrower (or the applicable assignee) and release and deliver to the Borrower (or such assignee) such portion of the Collateral to be retransferred to the Borrower (or such assignee); (g) Loans which are the subject of a Discretionary Sale shall be subject to the limitations set forth in Section 2.15(a)(viii); and (h) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans any Collateral Obligation (eachother than a Credit Risk Obligation, Credit Improved Obligation or Defaulted Obligation) (each such sale, a “Discretionary Sale”) subject to the following conditions: if (ix) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such sale, the Aggregate Principal Amount of all Discretionary SaleSales effected during the preceding 12 calendar months (or, no for the first 12 calendar months after the Effective Date, during the period commencing on the Effective Date) is not greater than 25% of the sum of (A) the Aggregate Principal Amount of the Collateral Manager DefaultObligations plus (B) amounts on deposit in the Principal Collection Subaccount, Default the Contribution Account (to the extent such amounts have been designated for application as Principal Proceeds pursuant to the definition of “Permitted Use”) and the Ramp-Up Account, in each case, as of the first day of such 12 calendar month period (or Event as of Default shall have occurred; the Effective Date, as the case may be); provided, that, for purposes of determining the percentage of Collateral Obligations sold during any such period, the amount of any Collateral Obligations sold will be reduced to the extent of any purchases of Collateral Obligations of the same obligor (iiwhich are pari passu with or senior to such sold Collateral Obligations) immediately occurring within 20 Business Days of such sale (determined based upon the date of any relevant trade confirmation or commitment letter) so long as any such Collateral Obligation was sold with the intention of purchasing a Collateral Obligation of the same obligor (which would be pari passu with or senior to such sold Collateral Obligation); and (y) either: (i) at any time (x) the Sale Proceeds from such Discretionary Sale are at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation or (y) after giving effect to such Discretionary Salesale, the Required Advance Reduction Aggregate Principal Amount shall of all Collateral Obligations plus, without duplication, amounts on deposit in the Principal Collection Subaccount, the Contribution Account (to the extent such amounts have been designated for application as Principal Proceeds pursuant to the definition of “Permitted Use”) and the Ramp-Up Account will be greater than or equal to either (x1) zero the Reinvestment Target Par Balance or (y2) subject to the prior consent sum of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount such amounts immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and sale; or (ii) in which during the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale DateReinvestment Period, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal Manager reasonably believes prior to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans sale that are the subject of such Discretionary Sale, the Required Advance Reduction Amount it will be equal able to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (enter into one or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.more binding commitments

Discretionary Sales. The Borrower shall be permitted Collateral Manager may, on behalf of the Issuer, direct the Collateral Agent to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(h) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Transferor pursuant to either Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to the Collateral Manager, an Affiliate of the Collateral Manager Defaultor an Affiliate of the Issuer, Default or Event the Collateral Manager obtains a valuation of Default shall have occurred; such Collateral Obligation in accordance with Section 12.4(a), and such Person acquires such Collateral Obligation for a price not less than the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to an Affiliate of the Collateral Manager Defaultor the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, the value determined as the bid side market value of Default such Collateral Obligation either (A) as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser, or has applied to be a Registered Investment Adviser) consistent with the Collateral Manager Standard, which value shall have occurred; be consented to by the Issuer through the Independent Review Party, if any, pursuant to Section 5 of the Collateral Management Agreement and certified by the Collateral Manager to the Trustee or (B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation for a price equal to the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The (A) So long as no Event of Default shall have occurred and be continuing, the Borrower or the Collateral Manager may at any time direct the Collateral Agent in writing to sell any Collateral Loan other than a Credit Risk Loan, a Credit Improved Loan, a Defaulted Loan or an Equity Security; provided, that solely during the Reinvestment Period, (i) the sale price (expressed as a percentage of par) of such Collateral Loan shall be at least equal to the purchase price (expressed as a percentage of par) of such Collateral Loan, or (ii) if the sale price (expressed as a percentage of par) is less than the purchase price (expressed as a percentage of par) of such Collateral Loan, such sale shall be permitted to sell so long as the Aggregate Principal Balance of all such Collateral Loans sold during the preceding period of twelve calendar months (eachor, a “Discretionary Sale”for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) subject to is not greater than 15% of Total Capitalization, as of the following conditions:first day of such twelve calendar month period (or as of the Closing Date, as the case may be); and (iB) no Collateral Manager Default or if an Event of Default has occurred and is continuing andcontinuing, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero if the Sale Proceeds from the sale of such Collateral Loan are at least equal to the Investment Criteria Adjusted Balance of such Collateral Loan or (y) subject to during the prior consent of Reinvestment Period other than during a Restricted Trading Period, if the Administrative Agent (in its sole discretion), an amount less than Borrower or the Required Advance Reduction Amount immediately Collateral Manager reasonably believes prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than sale that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount it will be equal able to zero plus (b) an amount equal enter into binding commitments to reinvest all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that or a portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salessale, in compliance with the Servicing Standard, in one or more additional Collateral Loans with an Aggregate Principal Balance (together with any Collateral (which, for the avoidance of doubt, may be Collateral Loans or Cash) contributed (which contribution shall be irrevocable) by the Borrower or the Collateral Manager on the Borrower’s behalf prior to such sale) at least equal to the Investment Criteria Adjusted Balance of such Collateral Loan within 30 Business Days of such sale. Any written direction given by the Borrower or the Collateral Manager to the Collateral Agent pursuant to this clause (v) shall be deemed a representation and certification by the Borrower or the Collateral Manager to the Collateral Agent that subclauses (A) and (B) of this clause (v) have been satisfied.

Discretionary Sales. The Borrower shall be permitted to sell Loans Loan Assets to Persons, including Affiliates of the Transferor, from time to time prior to the declaration or automatic occurrence of the Facility Maturity Date (eachsuch sale, a “Discretionary Sale”) subject to the following conditions: ); provided that (i) no Collateral Manager Default or Event the proceeds of Default has occurred and is continuing andsuch sale shall be deposited into the Principal Collection Subaccount to be disbursed in accordance with Section 2.04 hereof, immediately (ii) any sale to an Affiliate of the Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such Discretionary Salesale, no Collateral Manager DefaultBorrowing Base Deficiency shall exist; provided that, Default or Event of Default in the event a Borrowing Base Deficiency shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount existed immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (Ax) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion Agent, effect a Discretionary Sale so long as, immediately after giving effect to such Discretionary Sale and any other action taken pursuant to Section 2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency is reduced or (By) to without the Seller pursuant to any exercise consent of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodianeffect a Discretionary Sale so long as, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due Sale and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all any other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable action taken pursuant to Section 2.14(v2.06 substantially contemporaneous therewith, such Borrowing Base Deficiency will be cured, (iv) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default (other than any Unmatured Event of Default that will be cured in accordance with clause (iii) above, and (yv) transactional expenses) from after giving effect to any such Discretionary Sale shall sale, the Collateral Quality Tests are satisfied or, if not satisfied, would be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (maintained or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salesimproved.

Discretionary Sales. The Borrower At any time during or after the Reinvestment Period, subject to the satisfaction of the Portfolio Acquisition and Sale Requirements, the conditions specified in Section 10.03 and the restrictions in this Article XII, the Issuer or the Collateral Manager acting on behalf of the Issuer pursuant to the Collateral Management Agreement, may direct the Trustee, by Collateral Manager Order, to sell, and the Trustee shall be permitted to release from the lien of this Indenture and sell Loans in the manner directed by the Issuer or the Collateral Manager, any Collateral Debt Obligation which is not a Credit Risk Security, a Credit Improved Security, a Defaulted Security, an Equity Security or an Exchanged Equity Security (eacheach such disposition, a “Discretionary Sale”) subject to the following conditions: ); provided that (i) no the Aggregate Principal Amount of all Discretionary Sales for a given annual period (with the first such annual period beginning on the Closing Date) does not exceed 20% of the Aggregate Collateral Manager Default or Event Balance at the beginning of Default has occurred and is continuing andthe period, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect Moody’s has not withdrawn its rating of any Class of Notes and the Class A Notes are not rated more than one subcategory below and the Class B Notes and Class C Notes are not rated more than two subcategories below the respective ratings assigned to such Discretionary Sale, each Class of Secured Notes by Moody’s on the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; Closing Date and (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) if such Discretionary Sale shall be made by is during the Reinvestment Period, the Collateral Manager, Manager certifies to the Trustee that it believes in its reasonable business judgment that it will be able to enter into a trade on behalf of the BorrowerIssuer, to an unaffiliated third party purchaser purchase Substitute Collateral Debt Obligations in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower compliance with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection Reinvestment Criteria with the Discretionary Sale plus (c) an aggregate amount equal to the sum Principal Balance of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30less than 100% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Principal Balance of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesCollateral Debt Obligation being sold.

Discretionary Sales. The So long as no Event of Default or Default (other than in connection with a Discretionary Sale to cure a Borrowing Base Deficiency) has occurred and is continuing, the Borrower shall be permitted have the right to sell Loans and prepay all or a portion of the Advances Outstanding (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) At least one (1) Business Day prior to each Discretionary Sale Date, the Borrower shall have given the Administrative Agent (with a copy to the Trustee) and each Lender written notice of its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, and the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole and absolute discretion; provided that no Collateral Manager Default consent of the Administrative Agent shall be required (1) if the sum of the Outstanding Balance of all Loans subject to a Discretionary Sale during any twelve (12) month period does not exceed an amount equal to 15% of the highest aggregate Outstanding Balance during the immediately preceding twelve (12) month period; or Event of Default has occurred and (2) if such sale by the Borrower is continuing andbeing completed to cure a Borrowing Base Deficiency, so long as immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneously therewith, the Borrowing Base Deficiency shall be cured; provided, however that, notwithstanding the foregoing, any Discretionary Sale, no Collateral Manager Default, Default or Event Sale to an Affiliate of Default the Borrower other than pursuant to clause (2) above shall have occurredrequire the prior written consent of the Controlling Lender in its sole and absolute discretion; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser Borrower in a transaction (i) reflecting armsarm’s-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that iii) The Servicer shall deliver to the Borrower has good title thereto, free Administrative Agent (with a copy to the Trustee) a certificate and clear of all Liens and has evidence to the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement (unless a Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Servicing Report)). In effecting a Discretionary Sale, the Borrower may use the Proceeds of sales of the Collateral to satisfy its sole discretion or remittance obligations hereunder; (Biv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under applicable Loans on any Discretionary Sale Date and any other substitution(s) or transfer(s) substantially contemporaneously therewith, (a) no Borrowing Base Deficiency shall exist (unless otherwise agreed in writing by the Controlling Lender), (b) the representations and warranties contained in Section 7.1 4.1 and 4.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (c) neither an Event of the Sale AgreementDefault nor a Default shall exist; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, Trustee shall have received, as applicablereceived for distribution to the applicable recipients referred to below, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.17 plus (b) an amount equal to all unpaid Class A Interest then due and owing Class B Interest to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Trustee, the Affected Parties Lenders, and the Indemnified Affected Parties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs) in each case, to the extent attributable to the Loans to be sold by the Borrower pursuant to this Section 2.17; provided that the Administrative Agent pursuant shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) above and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale; (vi) on All Discretionary Sales of Loans to any Affiliate of the Borrower pursuant to this Section 2.17 shall be subject to the limitations contained in Section 2.18; and (vii) On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Event of Default or a Potential Event of Default, on any Discretionary Sale Date, Purchaser shall be permitted have the right to sell Loans prepay all or a portion of the Note Balance in connection with the sale and assignment to an unaffiliated third party purchaser or an Affiliated purchaser, of one or more Purchased Assets (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing andAt least one Business Day prior to each Discretionary Sale Date, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default Purchaser shall have occurred; given to Seller, Note Purchaser, Indenture Trustee and Custodian written notice of its intent to effect a Discretionary Sale (ii) immediately after giving effect to each such notice, a “Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretionSale Notice”), an amount less than specifying the Required Advance Reduction Amount immediately prior Discretionary Sale Date and including a list of all Purchased Assets to giving effect be sold and assigned pursuant to such Discretionary Sale; (iiiii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Purchaser to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Purchaser makes no representations, warranties (other than that the Purchaser owns such Asset and such transfer by Purchaser is free and clear of any Lien created by the Purchaser) or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale; (iii) No Discretionary Sale shall be made unless the Eligible Asset Amount is greater than $100 million at such date of determination; (other than iv) Servicer shall deliver to Indenture Trustee and Note Purchaser a certificate and evidence to the reasonable satisfaction of Indenture Trustee and Note Purchaser (which evidence may be included in the Monthly Report to be delivered with respect to the Discretionary Sale Date) that the Borrower has good title thereto, free and clear of all Liens and has the right to sell (x) Purchaser shall have sufficient funds on the related Loan)Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement, provided and (y) the aggregate Outstanding Principal Balance of the Purchased Assets that are the Borrower may make a subject of the proposed Discretionary Sale to (A) an Affiliate any Affiliate, together with the aggregate Outstanding Principal Balance of the Borrower with Purchased Assets sold in all other Discretionary Sales made in the prior written consent preceding 12 month period to Affiliates, shall not exceed 7.5% of the Administrative Agent in its sole discretion or (B) to highest Eligible Asset Amount of any month during the 12 month period immediately preceding such date of determination. In effecting a Discretionary Sale, the Seller pursuant to any exercise may use the Sale Proceeds of sales of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementCollateral to satisfy its remittance obligations hereunder; (v) After giving effect to the Discretionary Sale and the assignment to Seller of the Collateral on any Discretionary Sale Date, (a) the remaining Note Balance shall not exceed the lesser of the Note Purchase Obligation Limit and the Borrowing Base, (b) the representations and warranties contained in Section 3.1 and Section 3.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Event of Default nor a Potential Event of Default shall have resulted; and (vi) On the related Discretionary Sale Date, the Administrative AgentServicer, each Lender Indenture Trustee, Custodian, Backup Servicer and the Collateral CustodianSecured Parties, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer portion of the Loans that are the subject of Note Balance to be prepaid in connection with such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero Sale plus (b) an amount equal to all accrued and unpaid Interest then due and owing interest on the Notes to the extent reasonably determined by the Administrative Agent and the Lenders Note Purchaser to be attributable to that portion of the Advances Outstanding Note Balance to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative AgentServicer, each applicable LenderIndenture Trustee, the Affected Parties Custodian, Backup Servicer and the Indemnified Parties, as applicable, Secured Parties under this Agreement and the other Transaction Documents Basic Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including termination payments and any other payments owing to the Hedge Counterparties in respect of the termination of any Interest Rate Xxxxxx) in each case to the extent attributable to the Collateral to be sold by the Seller in connection with such Discretionary Sale; provided, that the Indenture Trustee and the Note Purchaser shall have the right to determine whether the amount paid (or such lesser amount as consented proposed to be paid) by the Administrative Agent Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Note Balance to the extent requested by the Seller in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, following payment and receipt of the amounts referred to in clause (vii) above to the Secured Parties and the other Persons referred to therein, there shall be sold and assigned to such Person as is directed by the Purchaser without recourse, representation or warranty (other than that the Purchaser owns such Purchased Asset and such transfer by Purchaser is free and clear of any Lien created by the Purchaser) all of the right, title and interest of Purchaser in, to and under the portion of the Collateral so purchased and such portion of the Collateral so purchased shall be released from the Lien of the Indenture (subject to the requirements of clauses (iii), (iv), (v) and (vi) above) pursuant to and in accordance with Section 2.9 of the Indenture (subject to the requirements of clause (iiv) above);. (vic) on The Purchaser hereby agrees to pay (and, if the related Discretionary Sale DatePurchaser does not pay, the proceeds (net Seller agrees to pay) any Assignment Fees together with the reasonable legal fees and expenses of (x) amounts payable pursuant to Section 2.14(v) the Note Purchaser, the Indenture Trustee and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower Secured Parties in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation (including, but not limited to, expenses incurred in connection with the prior written consent release of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) Lien of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesIndenture Trustee).

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to or the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, Services Provider on behalf of the Borrower, Borrower may at any time direct the Collateral Agent in writing to an unaffiliated third party purchaser sell any Collateral Loan (in a transaction addition to any sales pursuant to clauses (i) reflecting arms-length market terms and through (iiiv) in which the Borrower makes no representations, warranties above or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale clauses (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loanvi) through (viii) below), ; provided that the Borrower may make a Discretionary Sale to such sale shall be permitted only so long as (A) an Affiliate the Aggregate Principal Balance of all such Collateral Loans (excluding CCC Collateral Loans that at the time of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) commitment to the Seller pursuant to sell constituted CCC Excess and any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) below) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the ClosingThird Amendment Date, during the period commencing on the ClosingThird Amendment Date) is not greater than 25% of Total Capitalization as of the first day of such twelve calendar month period (or as of the ClosingThird Amendment Date, as the case may be) or (CB) such sale is in connection with a Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy sub-clause (x) of clause (b) of the definition of Permitted Distribution) and, after giving effect to such sale, the requirements of Section 2.14(iv5.37 are satisfied as of such date. Any written direction given by the Borrower or the Services Provider on behalf of the Borrower to the Collateral Agent that pursuant to this clause (v) shall be excluded from such 30% limitation; provided, further, that deemed a representation and certification by the Borrower may make Discretionary Sales or the Services Provider on behalf of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal Borrower to the proceeds of such Discretionary SalesCollateral Agent this clause (v) has been satisfied.

Discretionary Sales. The Borrower shall be Collateral Manager may direct the Trustee to sell any Collateral Obligation (other than Collateral Obligations the Issuer is permitted to sell Loans as provided in clauses (eacha) through (e) above), during the Reinvestment Period, at any time other than a “Discretionary Sale”) subject to the following conditions: (i) Restricted Trading Period, so long as no Collateral Manager Default or Event of Default has occurred and is continuing andcontinuing, immediately if (i) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Manager DefaultObligations sold pursuant to this Section 12.1(f) during the preceding period of twelve calendar months (or, Default for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount as of the beginning of such twelve calendar month period (or Event as of Default the Closing Date, as the case may be); provided that for the purpose of determining the percentage of Collateral Obligations sold during any such period, the amount of any Collateral Obligations sold shall have occurred; be reduced to the extent of any purchases of Collateral Obligations of the same Obligor (which are pari passu or senior to such sold Collateral Obligation) occurring within 45 days of such sale (determined based upon the date of any relevant trade confirmation or commitment letter) so long as any such Collateral Obligation was sold with the intention of purchasing a Collateral Obligation of the same Obligor (which would be pari passu or senior to such sold Collateral Obligation) and (ii) immediately either: (A) after giving effect to such Discretionary Salesale, the Required Advance Reduction Amount Aggregate Principal Balance of the Collateral Obligations (excluding the Collateral Obligation being sold) and Eligible Investments constituting Principal Proceeds (including, without duplication, the anticipated net proceeds of such sale) shall be greater than (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iiiequal to) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent;Reinvestment Target Par Balance; or (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, Manager reasonably believes prior to such sale that it shall have received, as applicable, in immediately available funds, an amount equal be able to the sum of (a) an amount sufficient enter into binding commitments to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to reinvest all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that or a portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salessale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Investment Criteria Adjusted Balance of such sold Collateral Obligation within the earlier of (1) 60 Business Days and (2) the end of the Reinvestment Period (but not less than 20 Business Days) after the settlement of such sale.

Discretionary Sales. The Prior to the occurrence of an Unmatured Termination Event (other than in connection with a Discretionary Sale (as defined below) to cure a Borrowing Base Deficiency) or a Termination Event, the Borrower shall be permitted have the right to sell Loans and prepay all or a portion of the Advances Outstanding (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) At least one Business Day prior to each Discretionary Sale Date, the Borrower shall have given the Administrative Agent (with a copy to the Trustee) written notice of its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, and the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole and absolute discretion; provided that no consent of the Administrative Agent shall be required (1) if the sum of the OLB of all Loans subject to a Discretionary Sale during any twelve month period does not exceed an amount equal to 15% of the highest OLB during the immediately preceding twelve month period; (2) if (x) such Discretionary Sale is of a Loan which has been included in the Collateral Manager Default for less than 90 days and (y) at least $5,000,000 in OLB of such Loan remains in the Collateral following such sale; or Event of Default has occurred and (3) if such sale by the Borrower is continuing andbeing completed to cure a Borrowing Base Deficiency, so long as immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneously therewith, the Borrowing Base Deficiency shall be cured; provided however that, notwithstanding the foregoing, any Discretionary Sale, no Collateral Manager Default, Default or Event Sale to an Affiliate of Default the Borrower other than pursuant to clause (2) above shall have occurredrequire the prior written consent of the Administrative Agent in its sole and absolute discretion; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser Borrower in a transaction (i) reflecting armsarm’s-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that iii) The Servicer shall deliver to the Borrower has good title thereto, free Administrative Agent (with a copy to the Trustee) a certificate and clear of all Liens and has evidence to the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement (unless a Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Servicing Report)). In effecting an Discretionary Sale, the Borrower may use the Proceeds of sales of the Collateral to satisfy its sole discretion or remittance obligations hereunder; (Biv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under applicable Loans on any Discretionary Sale Date, (a) the Availability is greater than or equal to $0 (unless otherwise agreed in writing by the Administrative Agent), (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date, (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, Trustee shall have received, as applicablereceived for distribution to the applicable recipients referred to below, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.21 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Lender Agents to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Trustee, the Lender Agents, the Lenders, the Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Loans to be sold by the Borrower pursuant to this Section 2.21; provided that the Administrative Agent pursuant and each Lender Agent shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) above and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale; (vi) on All Discretionary Sales of Loans to any Affiliate of the Borrower pursuant to this Section 2.21 shall be subject to the limitations contained in Section 2.22; and (vii) On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may, on behalf of the Issuer, direct the Collateral Trustee to sell Loans any Collateral Obligation at any time other than during a Restricted Trading Period if (each, a “Discretionary Sale”i)(A) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(h) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Transferor pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to the Collateral Manager, an Affiliate of the Collateral Manager Defaultor an Affiliate of the Issuer, Default or Event the Collateral Manager obtains a valuation of Default shall have occurred; such Collateral Obligation in accordance with Section 12.4(a) and such Person acquires such Collateral Obligation for a price not less than the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The (a) Prior to the occurrence and continuation of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment by the Borrower of, and the release of any related Lien by the Collateral Agent over, one or more Loans (each, a “"Discretionary Sale”) "), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; At least two (ii2) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately Business Days prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such each Discretionary Sale shall be made by Date, the Collateral Manager, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to an unaffiliated third party purchaser the Collateral Custodian and the Collateral Agent) written notice of its intent to effect a Discretionary Sale (each such notice a "Discretionary Sale Notice"), specifying the Discretionary Sale Date and including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, and a revised Borrowing Base Certificate; provided that prior written consent of Administrative Agent in its sole discretion will be required for any Discretionary Sale of any Loan at a price less than ninety five percent (95%) of the Adjusted Borrowing Value of such Loan as of the date of the Discretionary Sale; (ii) Any Discretionary Sale shall be made by the Borrower (or the Collateral Manager on behalf of the Borrower) in a transaction (i) in accordance with the Collateral Management Standard, (ii) reflecting arms-length market terms and (iiiii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related LoanLoan and other customary representations), provided that ; (iii) The Collateral Manager shall deliver to the Borrower may make Administrative Agent (with a Discretionary Sale copy to (Athe Collateral Agent) an Affiliate of a completed Borrowing Base Certificate and other evidence to the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in its sole discretion or accordance with this Agreement (Bunless a Discretionary Sale is to be effected on a Payment Date, in which case there must be sufficient Available Funds to effect the contemplated Discretionary Sale in accordance with the terms of this Agreement); (iv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1, 4.2 and 4.3 hereof shall continue to be correct in all material respects (other than any such representation or warranty that is qualified by "material," "materially," "Material Adverse Effect," or a similar term or phrase, in which case, such representation or warranty shall be true and correct (as so qualified)), except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Lender, the Collateral Custodian and the Collateral CustodianAgent, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, each applicable Lender, the Collateral Agent, the Collateral Custodian, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that, the Administrative Agent pursuant and each Lender shall have the right to clause determine whether the amount paid (iior proposed to be paid) above); (vi) by the Borrower on the related Discretionary Sale Date, Date is sufficient to satisfy the proceeds requirements of clauses (net of (x) amounts payable pursuant to Section 2.14(va) and (yb) transactional expenses) from such Discretionary Sale shall be sent directly and is sufficient to reduce the Advances Outstanding to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold extent requested by the Borrower in connection with the Discretionary Sale; (vi) The OLB of the Loan(s) which are the subject of a proposed Discretionary Sale during any 12-month rolling period shall not exceed 30% to an Affiliate of the highest Aggregate Collateral Manager, together with the OLB at of the Loan(s) sold in all other Discretionary Sales to an Affiliate (other than, for the avoidance of doubt, any point Loans sold via participation pursuant to the Master Participation Agreement) and the Loan(s) substituted pursuant to Section 2.16(a) during such 12-the preceding 12 month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date), shall not exceed 25% of the Facility Amount; provided that, (a) that the OLB of any Loan with an Assigned Value equal to zero at the time it is subject to a Discretionary Sale may shall not be excluded from included for purposes of such 30% limitation with calculation; and (vii) On the prior written consent of the Administrative Agent and (b) any related Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; providedDate, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant Sale have been sent directly into the Collection Account. (b) In connection with any Discretionary Sale, following receipt by the Secured Parties of the amounts referred to Section 2.3(bin clause (v) above, there shall be transferred and assigned to reduce Advances Outstanding or at the direction of the Borrower (for further sale to the purchaser in any Discretionary Sale) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the portion of the Collateral subject to such Discretionary Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii) and (yiv) above). (c) The Borrower hereby agrees to pay the Facility Amount is concurrently reduced pursuant to Section 2.3(areasonable legal fees and expenses of the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) by an amount equal In connection with any Discretionary Sale, on the related Discretionary Sale Date, the Collateral Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the proceeds portion of the Collateral to be retransferred to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Borrower in its possession to the Borrower and (iii) otherwise take such Discretionary Salesactions, and cause or permit the Collateral Agent to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower.

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding, in connection with the transfer and assignment to the Seller by the Administrative Agent, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent, each Purchaser Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that c) After giving effect to the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of and the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) assignment to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vd) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, each of the Required Advance Reduction Amount Availability and the Adjusted Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding or Adjusted Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that the Administrative Agent pursuant and each Purchaser Agent shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Adjusted Facility Amount; (f) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale have been sent directly into the Collection Account; (g) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale); and (h) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Administrative Agent, on behalf of the Secured Parties, shall, at the expense of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall be sent directly actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Lien of the Administrative Agent and (b) any Discretionary Sale made pursuant the Secured Parties on the portion of the Collateral to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds Seller and release and deliver to the Seller such portion of such Discretionary Salesthe Collateral to be retransferred to the Seller.

Discretionary Sales. The Prior to the occurrence of an Unmatured Termination Event (other than in connection with a Discretionary Sale (as defined below) to cure a Borrowing Base Deficiency) or a Termination Event, the Borrower shall be permitted have the right to sell Loans and prepay all or a portion of the Advances Outstanding (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) At least one Business Day prior to each Discretionary Sale Date, the Borrower shall have given the Administrative Agent (with a copy to the Trustee) written notice of its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, and the Administrative Agent shall have consented in writing to such Discretionary Sale in its sole and absolute discretion; provided that no consent of the Administrative Agent shall be required (1) if the sum of the OLB of all Loans subject to a Discretionary Sale during any twelve month period does not exceed an amount equal to 15% of the highest OLB during the immediately preceding twelve month period; (2) if (x) such Discretionary Sale is of a Loan which has been included in the Collateral Manager Default for less than 90 days and (y) at least $5,000,000 in OLB of such Loan remains in the Collateral following such sale; or Event of Default has occurred and (3) if such sale by the Borrower is continuing andbeing completed to cure a Borrowing Base Deficiency, so long as immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneously therewith, the Borrowing Base Deficiency shall be cured; provided however that, notwithstanding the foregoing, any Discretionary Sale, no Collateral Manager Default, Default Sale to an Affiliate of the Borrower other than pursuant to clause (2) or Event (3) above shall require the prior written consent of Default shall have occurredthe Administrative Agent in its sole and absolute discretion; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser Borrower in a transaction (i) reflecting armsarm’s-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that iii) The Servicer shall deliver to the Borrower has good title thereto, free Administrative Agent (with a copy to the Trustee) a certificate and clear of all Liens and has evidence to the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement (unless a Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Servicing Report)). In effecting an Discretionary Sale, the Borrower may use the Proceeds of sales of the Collateral to satisfy its sole discretion or remittance obligations hereunder; (Biv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under applicable Loans on any Discretionary Sale Date, (a) the Availability is greater than or equal to $0 (unless otherwise agreed in writing by the Administrative Agent), (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date, (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, Trustee shall have received, as applicablereceived for distribution to the applicable recipients referred to below, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.21 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Trustee, the Lenders, the Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Loans to be sold by the Borrower pursuant to this Section 2.21; provided that the Administrative Agent pursuant shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) above and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale; (vi) on All Discretionary Sales of Loans to any Affiliate of the Borrower pursuant to this Section 2.21 shall be subject to the limitations contained in Section 2.22; and (vii) On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Termination Event, a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Borrower by the Trustee, for the benefit of the Secured Parties, of one or more Loans (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect At least one Business Day prior to such Discretionary SaleSale Date, no Collateral Manager Default, Default or Event of Default the Borrower shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject recommended to the prior consent of Administrative Agent in writing that the related Loan should be sold and shall have given the Administrative Agent (in with a copy to the Trustee) written notice of its sole discretionintent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), an amount less than specifying the Required Advance Reduction Amount immediately prior Discretionary Sale Date, including a list of all Loans to giving effect be sold and assigned pursuant to such Discretionary Sale; (iiiii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in a transaction (iw) in accordance with the Servicing Standard, (x) reflecting arms-length market terms and terms, (iiy) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than any representations, warranties or covenants relating to the Borrower’s ownership of or title to the Loan that is the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate subject of the Defaulted Loan Sale that are standard and customary in connection with such a sale or for which the Originator has agreed to fully indemnify the Borrower) and (z) the primary purpose of which is other than to maximize gain or minimize loss on the Borrower’s assets and such purpose of the transaction shall be set forth in writing by Borrower in the notice delivered pursuant to sub-clause (i) above; (iii) The Servicer shall deliver to the Administrative Agent (with a copy to the prior written consent Trustee) a completed Borrowing Base Certificate and other evidence to the reasonable satisfaction of the Administrative Agent that (x) the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in its sole discretion accordance with this Agreement (unless a Discretionary Sale is to be effected on a Payment Date, in which case there must be sufficient Available Funds to effect the contemplated Discretionary Sale in accordance with the terms of this Agreement), and (y) the sum of the Outstanding Loan Balances of all Loans that have been sold pursuant to Discretionary Sales during the 12 month period immediately preceding the proposed date of sale (or such lesser number of months as shall have elapsed as of such date) does not exceed 20% of the Facility Amount; (Biv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under Section 7.1 related Collateral on any Discretionary Sale Date, (a) each of the Sale Agreement;Availability and the Pre-Funded Availability shall be equal to or greater than zero, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; and (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender and Trustee on behalf of the Collateral Custodian, as applicable, Secured Parties shall have received, as applicableinto the Collection Account, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.20 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Trustee and the Backup Servicer, the Purchaser Agents, the applicable Purchaser, any other Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Collateral to be sold by the Borrower pursuant to this Section 2.20; provided that the Trustee, the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Borrower on the Discretionary Sale Date is sufficient to satisfy such requirements and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Discretionary Sale; provided, further, that any proceeds of such Discretionary Sale in excess of the amount so deposited into the Collection Account also shall be deposited into the Collection Account and used to prepay Advances Outstanding on such Discretionary Sale Date. (b) In connection with any Discretionary Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (iiv) above, there shall be sold and assigned to the Borrower (for further sale to a third-party unaffiliated with the Borrower, the Originator or the Servicer) without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Trustee, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral subject to such Discretionary Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii) and (iv) above);. (vic) The Originator hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Trustee, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee shall, at the expense of the Borrower (net i) execute such instruments of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly release with respect to the Collection Account; and portion of the Collateral to be retransferred to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (viiii) deliver any portion of the aggregate OLB of all Loans which are sold by Collateral to be retransferred to the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from Trustee and the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with Secured Parties on the prior written consent portion of the Administrative Agent and (b) any Discretionary Sale made pursuant Collateral to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that retransferred to the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal release and deliver to the proceeds Borrower such portion of such Discretionary Salesthe Collateral to be retransferred to the Borrower. (q) The following Section 4.6 is hereby added to Article IV of the Sale and Servicing Agreement in its appropriate numerical order:

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Event of Default or an Event of Default, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell Loans prepay all or a portion of the Outstanding Amount in connection with the transfer, assignment and release to the Borrower by the Trustee, on behalf of the Secured Parties, of all or a portion of the Assets in the Asset Pool (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event At least three (3) Business Days prior to each Discretionary Sale Date, the Borrower shall have given the Deal Agent (with a copy to the Trustee, the Hedge Counterparty and the Backup Servicer) written notice of Default has occurred its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and is continuing and, immediately after giving effect including a list of all Assets to be sold and assigned pursuant to such Discretionary SaleSale and the sales price thereof, no Collateral Manager Default, Default or Event of Default and the Deal Agent shall have occurredconsented in writing to such Discretionary Sale in its sole and absolute discretion; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other iii) The Borrower shall not use any selection procedures that it believes to be materially adverse to the interests of the Secured Parties when selecting the Assets to be sold in a Discretionary Sale; (iv) The Borrower shall not sell any Assets for an amount less than that the fair market value thereof; provided, however, following a Turbo Event, the Borrower has good title thereto, free and clear of all Liens and has shall not sell any Assets for an amount less than the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate greater of the Borrower with fair market value thereof and the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementPrepayment Amount; (v) Both before and after giving effect to any Discretionary Sale, the Outstanding Amount does not exceed the Borrowing Base; (vi) The Servicer shall deliver to the Deal Agent (with a copy to the Hedge Counterparty, the Trustee and the Backup Servicer) a certificate and evidence to the reasonable satisfaction of the Deal Agent (which evidence may consist solely of a certificate from the Servicer) that (x) the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement (unless an Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Monthly Report)), and (y) the aggregate Discounted Contract Balance of the Assets which are the subject of the proposed Discretionary Sale, together with the aggregate Discounted Contract Balance of the Assets sold in all other Discretionary Sales made in the preceding twelve (12) month period, shall not exceed 15.0% of the highest ADCB of any month during the twelve (12) month period immediately preceding such date of determination. In effecting a Discretionary Sale, the Borrower may use the proceeds of sale of the Assets on such Discretionary Sale Date to satisfy its remittance obligations hereunder. (vii) After giving effect to the Discretionary Sale and the assignment to the Borrower of the portion of the Asset Pool to be released on any Discretionary Sale Date, (A) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, and (B) neither an Unmatured Event of Default nor an Event of Default shall have resulted; and (viii) On the related Discretionary Sale Date, the Administrative Deal Agent, each Lender the Lender, the Hedge Counterparties, the Trustee and the Collateral Custodian, as applicable, Backup Servicer shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient the portion of the Outstanding Amount to reduce the Advances Outstanding such that, after giving effect be prepaid that are attributable to the transfer of Assets to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.19 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts (other than Interest) due and owing to the Administrative Deal Agent, each applicable Lenderthe Trustee, the Affected Parties Backup Servicer, the Lender and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Assets to be sold by the Borrower pursuant to this Section 2.19; provided, that the Deal Agent and the Lender shall have the right to determine whether the amount paid (or such lesser amount as consented proposed to be paid) by the Administrative Agent pursuant Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of this clause (iiviii) and is sufficient to reduce the Outstanding Amount to the extent requested by the Borrower in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, contemporaneously with receipt by the Trustee for distributions to the parties entitled thereto of the amounts referred to in clause (a)(viii) above, the related Assets shall be released from the Lien of this Agreement, without recourse, representation or warranty (subject to the requirements of clauses (a)(iv) and (vii) above);. (vic) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Trustee, the Lender, the Hedge Counterparty and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties, and any other party having an interest in the Asset Pool in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense and request of the Borrower (net i) execute such instruments of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly release with respect to the Collection Account; and (vii) the aggregate OLB Assets to be released, in recordable form if necessary, in favor of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales reasonably request, (ii) deliver any Trustee Contract Files related to the Contracts to be released from the Lien of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant this Agreement to Section 2.3(b) to reduce Advances Outstanding the Borrower and (yiii) otherwise take such actions as are necessary and appropriate to release the Facility Amount is concurrently reduced pursuant Lien of the Trustee for the benefit of the Secured Parties on those Assets to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salesreleased.

Discretionary Sales. The Upon not less than one (1) Business Day prior written notice to the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Administrator), the Borrower shall be permitted permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof), including any sale contemplated by Section 2.6(iv) hereof, (each, a “"Discretionary Sale”") subject to the following conditions: so long as (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) notwithstanding anything set forth below in Section 2.14, immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount (a) there shall not exist a Borrowing Base Deficiency (provided that (1) in connection with a Term Securitization, such requirement shall be (x) zero or (y) subject calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior consent to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof), (b) [Reserved] and (c) the Advances Outstanding as of such date shall not exceed the Availability (provided that (1) in connection with a Term Securitization, such requirement shall be calculated giving pro forma effect to the contemplated Discretionary Sale immediately prior to the pricing of such Term Securitization, and (2) such requirement shall not apply with respect to a Discretionary Sale contemplated by Section 2.6(iv) hereof); and (iii) in the case of any Discretionary Sale in connection with a Term Securitization (other than a Term Securitization that results in the termination of this Agreement and repayment in full of the Obligations), the Administrative Agent (shall have consented in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect writing to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) prior to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject pricing date of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus Term Securitization (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale which consent shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during irrevocable following such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such pricing date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted Portfolio Manager may direct the Trustee to sell Loans any Collateral Obligation (eachother than one being sold pursuant to clauses (a) through (e) above) (each such sale, a “Discretionary Sale”) subject to the following conditions: at any time if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Aggregate Principal Balance of all Collateral Obligations sold pursuant to Discretionary Sales during the same calendar year is not greater than 25.0% of the Collateral Principal Amount shall be plus without duplication, any Principal Proceeds on deposit in the Contribution Account (xincluding Eligible Investments therein) zero (measured as of the beginning of such calendar year or, in the case of the year 2021, the Refinancing Date Par Amount); and (ii) either: (A) at any time (1) the Sale Proceeds from such Discretionary Sale are at least sufficient to maintain or increase the Adjusted Collateral Principal Amount (as measured before such sale), or (y2) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to after giving effect to such Discretionary Sale; , the Aggregate Principal Balance of the Collateral Obligations (iiiexcluding the Collateral Obligation being sold) plus, without duplication, Cash and Eligible Investments (as applicable) constituting Principal Proceeds on deposit in the Borrower shall have delivered a Borrowing Base Certificate to Accounts (including, without duplication, the Administrative Agent; anticipated net proceeds of such sale), (ivx) such Discretionary Sale is maintained or increased or (y) shall be made by equal to or greater than the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or Reinvestment Target Par Balance; or (B) to during the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale DateReinvestment Period, the Administrative Agent, each Lender and Portfolio Manager reasonably believes it will be able to reinvest such Sale Proceeds in compliance with the Investment Criteria. For purposes of determining the percentage of Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding Obligations sold during any such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Saleperiod, the Required Advance Reduction Amount will amount of any Collateral Obligations sold shall be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing reduced to the extent reasonably determined by the Administrative Agent and the Lenders of any purchases (or irrevocable commitments to be attributable to that portion purchase) of Collateral Obligations of the Advances Outstanding same obligor (which are pari passu or senior to be repaid in connection such sold Collateral Obligations) so long as any such Collateral Obligation was sold with the Discretionary Sale plus (c) an aggregate amount equal to the sum intention of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with purchasing a Discretionary Sale during any 12-month rolling period shall not exceed 30% Collateral Obligation of the highest Aggregate OLB at any point during same obligor (which would be pari passu or senior to such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such datesold Collateral Obligation); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The (a) Prior to the occurrence and continuation of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment by the Borrower of, and the release of any related Lien by the Collateral Agent over, one or more Loans (each, a “"Discretionary Sale”) "), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; At least two (ii2) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately Business Days prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such each Discretionary Sale shall be made by Date, the Collateral Manager, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to an unaffiliated third party purchaser the Collateral Custodian and the Collateral Agent) written notice of its intent to effect a Discretionary Sale (each such notice a "Discretionary Sale Notice"), specifying the Discretionary Sale Date and including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, and a revised Borrowing Base Certificate; provided that prior written consent of Administrative Agent in its sole discretion will be required for any Discretionary Sale of any Loan at a price less than ninety five percent (95%) of the Adjusted Borrowing Value of such Loan as of the date of the Discretionary Sale; (ii) Any Discretionary Sale shall be made by the Borrower (or the Collateral Manager on behalf of the Borrower) in a transaction (i) in accordance with the Collateral Management Standard, (ii) reflecting arms-length market terms and (iiiii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related LoanLoan and other customary representations), provided that ; (iii) The Collateral Manager shall deliver to the Borrower may make Administrative Agent (with a Discretionary Sale copy to (Athe Collateral Agent) an Affiliate of a completed Borrowing Base Certificate and other evidence to the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in its sole discretion or accordance with this Agreement (Bunless a Discretionary Sale is to be effected on a Payment Date, in which case there must be sufficient Available Funds to effect the contemplated Discretionary Sale in accordance with the terms of this Agreement); (iv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1, 4.2 and 4.3 hereof shall continue to be correct in all material respects (other than any such representation or warranty that is qualified by "material," "materially," "Material Adverse Effect," or a similar term or phrase, in which case, such representation or warranty shall be true and correct (as so qualified)), except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Lender, the Collateral Custodian and the Collateral CustodianAgent, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, each applicable Lender, the Collateral Agent, the Collateral Custodian, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that, the Administrative Agent pursuant and each Lender shall have the right to clause determine whether the amount paid (iior proposed to be paid) above); (vi) by the Borrower on the related Discretionary Sale Date, Date is sufficient to satisfy the proceeds requirements of clauses (net of (x) amounts payable pursuant to Section 2.14(va) and (yb) transactional expenses) from such Discretionary Sale shall be sent directly and is sufficient to reduce the Advances Outstanding to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold extent requested by the Borrower in connection with the Discretionary Sale; (vi) The OLB of the Loan(s) which are the subject of a proposed Discretionary Sale during any 12-month rolling period shall not exceed 30% to an Affiliate of the highest Aggregate Collateral Manager, together with the OLB at of the Loan(s) sold in all other Discretionary Sales to an Affiliate of the Collateral Manager (other than, for the avoidance of doubt, any point Loans sold via participation pursuant to the Master Participation Agreement) and the Loan(s) substituted pursuant to Section 2.16(a) during such 12-the preceding 12 month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date), shall not exceed 25% of the Facility Amount; provided that, (a) that the OLB of any Loan with an Assigned Value equal to zero at the time it is subject to a Discretionary Sale may shall not be excluded from included for purposes of such 30% limitation with calculation; and (vii) On the prior written consent of the Administrative Agent and (b) any related Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; providedDate, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant Sale have been sent directly into the Collection Account. (b) In connection with any Discretionary Sale, following receipt by the Secured Parties of the amounts referred to Section 2.3(bin clause (v) above, there shall be transferred and assigned to reduce Advances Outstanding or at the direction of the Borrower (for further sale to the purchaser in any Discretionary Sale) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the portion of the Collateral subject to such Discretionary Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii) and (yiv) above). (c) The Borrower hereby agrees to pay the Facility Amount is concurrently reduced pursuant to Section 2.3(areasonable legal fees and expenses of the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) by an amount equal In connection with any Discretionary Sale, on the related Discretionary Sale Date, the Collateral Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the proceeds portion of the Collateral to be retransferred to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Borrower in its possession to the Borrower and (iii) otherwise take such Discretionary Salesactions, and cause or permit the Collateral Agent to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower.

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment to (x) an Affiliate of the Borrower, Servicer or Equityholder for an amount not less than the higher of (i) the fair market value and (ii) the related Adjusted Balance or (y) any other Person, in each case on an arms-length basis by the Borrower of, and the release of any related Lien by the Collateral Agent over, one or more Loans (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no At least two (2) Business Days prior to each Discretionary Sale Date, the Servicer, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to the Collateral Manager Default or Event Custodian and the Collateral Agent) written notice of Default has occurred its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and is continuing and, immediately after giving effect including a list of all Loans to be sold and USActive 57833767.7 assigned pursuant to such Discretionary Sale, and a revised Borrowing Base Certificate; provided that, prior written consent of Administrative Agent, in its sole discretion, will be required for any Discretionary Sale of any Loan at a price less than the Adjusted Balance of such Loan as of the date of the Discretionary Sale; provided, further that no Collateral Manager Default, Default or Event such Discretionary Sale Notice shall be required in connection with a primary syndication of Default shall have occurreda Loan; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, Borrower (or the Servicer on behalf of the Borrower) to (x) an Affiliate of the Borrower, to Servicer or Equityholder for an unaffiliated third party purchaser amount not less than the higher of (i) the fair market value and (ii) the related Adjusted Balance or (y) any other Person, in each case on an arms-length basis in a transaction (i) reflecting arms-length market terms in accordance with the Servicing Standard and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that ; (iii) The Servicer shall deliver to the Borrower may make Administrative Agent (with a Discretionary Sale copy to (Athe Collateral Agent) an Affiliate of a completed Borrowing Base Certificate and other evidence to the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in its sole discretion or accordance with this Agreement (Bunless a Discretionary Sale is to be effected on a Payment Date, in which case there must be sufficient Available Funds to effect the contemplated Discretionary Sale in accordance with the terms of this Agreement); (iv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Maximum Facility Amount is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1, 4.2 and 4.3 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Agent, on behalf of the applicable Lender, the Collateral Custodian and the Collateral CustodianAgent, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding in accordance with Section 2.3(b); (vi) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale have been sent directly into the Collection Account. (b) In connection with any Discretionary Sale, following receipt by the Administrative Agent, the Collateral Agent, the Lender Agents, the Lenders, the Collateral Custodian and the Secured Parties, as applicable, of the amounts referred to in clause (v) above, there shall be transferred and assigned to or at the direction of the Borrower (for further sale to a third party unaffiliated with the Borrower, the Equityholder or the Servicer) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent, for the USActive 57833767.7 benefit of the Secured Parties in, to and under the portion of the Collateral subject to such Discretionary Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii) and (iv) above). (c) The Borrower hereby agrees to pay the reasonable and documented legal fees and expenses of the Administrative Agent, the Collateral Agent, each Lender Agent, the Collateral Custodian and the other Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the Collateral Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Agent to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower. (e) Notwithstanding any provision contained in this Agreement to the contrary, if no Termination Event has occurred and no Unmatured Termination Event exists, on a Lien Release Dividend Date, the Borrower may distribute to the Equityholder any Loan that was transferred by the Equityholder to the Borrower, or any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, the satisfaction of which shall have been certified by the Borrower to the Administrative Agent, the Collateral Agent and the Collateral Custodian (upon which all such recipients may conclusively rely): (i) The Borrower shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five (5) Business Days prior written notice of its intent to effect a Lien Release Dividend, in the form of Exhibit M hereto (a “Notice and Request for Consent”), and the Administrative Agent shall have delivered to the Borrower prior written consent, which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one (1) Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; (iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Termination Event or Unmatured Termination Event shall exist, (B) the representations and warranties contained in USActive 57833767.7 Sections 4.1 and 4.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Loan remaining as part of the Collateral after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no material adverse change as to the Servicer or the Borrower; (iv) Such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the transfer of Lien Release Dividend, (x) insolvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Loans that are the subject of such Discretionary SaleLien Release Dividend Date, the Required Advance Reduction Amount will be equal to zero plus Borrower shall have (bA) an amount equal to all unpaid Interest then due and owing delivered to the extent reasonably determined by Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lenders Lien Release Dividend; (vi) A portion of a Loan may be transferred pursuant to be attributable a Lien Release Dividend provided that (A) such transfer does not have an adverse effect on the portion of such Loan remaining as a part of the Collateral, any other aspect of the Collateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to that a Noteless Loan) for the portion of the Advances Outstanding Loan remaining as a part of the Collateral has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan, or portion thereof, as applicable, shall be repaid transferred at a value equal to the outstanding principal balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall have paid in connection with the Discretionary Sale plus (c) full an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Lenders, the Affected Parties and Collateral Agent and/or the Indemnified PartiesCollateral Custodian, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented date with respect to by the Administrative Agent Loans to be transferred pursuant to clause (ii) above); (vi) on such Lien Release Dividend and incurred in connection with the related Discretionary Sale Date, the proceeds (net transfer of (x) amounts payable such Loans pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection AccountLien Release Dividend; and (viiix) The Borrower shall pay the aggregate OLB reasonable legal fees and expenses of all Loans which are sold by the Borrower Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with a Discretionary Sale during any 12-month rolling period shall Lien Release Dividend (including, but not exceed 30% limited to, expenses incurred in connection with the release of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Lien of the Administrative Agent Collateral Agent, on behalf of the Secured Parties, and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from other party having an interest in the Loans in connection with such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.Lien Release Dividend). USActive 57833767.7

Discretionary Sales. The Borrower shall be permitted Collateral Manager may, on behalf of the Issuer, direct the Collateral Agent to sell Loans any Collateral Obligation at any time other than during a Restricted Trading Period if (each, a “Discretionary Sale”i)(A) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(h) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Transferor pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to the Collateral Manager, an Affiliate of the Collateral Manager Defaultor an Affiliate of the Issuer, Default or Event the Collateral Manager obtains a valuation of Default shall have occurred; such Collateral Obligation in accordance with Section 12.4(a) and such Person acquires such Collateral Obligation for a price not less than the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the Principal Balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: : (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; ; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; ; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; ; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that that, the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; discretion; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and Agent and/or the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.USActive 37382726.2937382726.32 66

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer, assignment and release to the Seller by the Trustee, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing andAt least one Business Day prior to each Discretionary Sale Date, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default the Seller shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of given the Administrative Agent (in with a copy to the Trustee and the Backup Servicer) written notice of its sole discretionintent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), an amount less than specifying the Required Advance Reduction Amount immediately prior Discretionary Sale Date and including a list of all Assets to giving effect be sold and assigned pursuant to such Discretionary Sale; (iiiii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Seller to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale; (iii) No Discretionary Sale (other than that the Borrower has good title thereto, free and clear Discretionary Sales of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to Assets (Ai) an Affiliate occurring within 90 days after any such Asset becomes part of the Borrower Collateral and (ii) where following any such Discretionary Sale, a portion of such Asset remains part of the Collateral) shall be made unless the Principal Collateral Value is greater than $150,000,000 at such date of determination; (iv) The Servicer shall deliver to the Administrative Agent (with a copy to the prior written consent Trustee and the Backup Servicer) a certificate and evidence to the reasonable satisfaction of the Administrative Agent in its sole discretion or (Bwhich evidence may consist solely of a certificate from the Servicer) to that (x) the Seller pursuant shall have sufficient funds on the related Discretionary Sale Date to any exercise effect the contemplated Discretionary Sale in accordance with this Agreement (unless an Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Servicing Report)), and (y) the aggregate Principal Balance of the Seller’s mandatory repurchase obligation under Section 7.1 Asset or Assets which are the subject of the proposed Discretionary Sale, together with the aggregate Principal Balance of the Asset or Assets sold in all other Discretionary Sales made in the preceding 12 month period (which amount shall not include the aggregate Principal Balance of any Asset(s) sold in a Discretionary Sale Agreementmade in the preceding 12 month period where (i) the Discretionary Sale occurred within 90 days after such Asset became part of the Collateral and (ii) following such Discretionary Sale, a portion of such Asset remained part of the Collateral, shall not exceed 7.5% of the highest Principal Collateral Value of any month during the 12 month period immediately preceding such date of determination. In effecting an Discretionary Sale, the Seller may use the Proceeds of sales of the Collateral to satisfy its remittance obligations hereunder; (v) After giving effect to the Discretionary Sale and the assignment to the Seller of the Collateral on any Discretionary Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vi) After giving effect to the Discretionary Sale, the Average Pool Delinquency Ratio shall not exceed 2.5%, the Average Pool Charged-Off Ratio shall not exceed 1.5%, and the Average Portfolio Charged-Off Ratio shall not exceed 1.75%; and (vii) On the related Discretionary Sale Date, the Administrative Agent, the Swingline Purchaser, each Lender Purchaser Agent, on behalf of the applicable Purchaser and the Collateral CustodianHedge Counterparties, as applicable, the Trustee and the Backup Servicer shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the portion of the Advances Outstanding such that, after giving effect to be prepaid that are attributable to the transfer of Collateral to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Seller pursuant to zero this Section 2.21 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each the Trustee, and Backup Servicer, the Purchaser Agents, the applicable LenderPurchaser, the Affected Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (or such lesser amount as consented including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Collateral to be sold by the Seller pursuant to this Section 2.21; provided that the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (iivii) above, there shall be transferred, assigned and set-over to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii), (iv), (v) and (vi) above);. (vic) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense and request of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall actions as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be sent directly retransferred to the Collection Account; and (vii) Seller and release and deliver to the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% Seller such portion of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may Collateral to be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds of such Discretionary SalesSeller.

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment to (x) an Affiliate of the Borrower, Servicer or Equityholder for an amount not less than the higher of (i) the fair market value and (ii) the related Adjusted Balance or (y) any other Person, in each case on an arms-length basis by the Borrower of, and the release of any related Lien by the Collateral Agent over, one or more Loans (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no At least two (2) Business Days prior to each Discretionary Sale Date, the Servicer, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to the Collateral Manager Default or Event Custodian and the Collateral Agent) written notice of Default has occurred its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and is continuing and, immediately after giving effect including a list of all Loans to be sold and assigned pursuant to such Discretionary Sale, and a revised Borrowing Base Certificate; provided that, prior written consent of Administrative Agent, in its sole discretion, will be required for any Discretionary Sale of any Loan at a price less than the Adjusted Balance of such Loan as of the date of the Discretionary Sale; provided, further that no Collateral Manager Default, Default or Event such Discretionary Sale Notice shall be required in connection with a primary syndication of Default shall have occurreda Loan; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, Borrower (or the Servicer on behalf of the Borrower) to (x) an Affiliate of the Borrower, to Servicer or Equityholder for an unaffiliated third party purchaser amount not less than the higher of (i) the fair market value and (ii) the related Adjusted Balance or (y) any other Person, in each case on an arms-length basis in a transaction (i) reflecting arms-length market terms in accordance with the Servicing Standard and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that ; (iii) The Servicer shall deliver to the Borrower may make Administrative Agent (with a Discretionary Sale copy to (Athe Collateral Agent) an Affiliate of a completed Borrowing Base Certificate and other evidence to the Borrower with the prior written consent reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in its sole discretion or accordance with this Agreement (Bunless a Discretionary Sale is to be effected on a Payment Date, in which case there must be sufficient Available Funds to effect the contemplated Discretionary Sale in accordance with the terms of this Agreement); (iv) After giving effect to the Seller pursuant Discretionary Sale and the assignment to any exercise the Borrower of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Maximum Facility Amount is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1, 4.2 and 4.3 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Agent, on behalf of the applicable Lender, the Collateral Custodian and the Collateral CustodianAgent, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding in accordance with Section 2.3(b); (vi) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale have been sent directly into the Collection Account. (b) In connection with any Discretionary Sale, following receipt by the Administrative Agent, the Collateral Agent, the Lender Agents, the Lenders, the Collateral Custodian and the Secured Parties, as applicable, of the amounts referred to in clause (v) above, there shall be transferred and assigned to or at the direction of the Borrower (for further sale to a third party unaffiliated with the Borrower, the Equityholder or the Servicer) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the portion of the Collateral subject to such Discretionary Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (iii) and (iv) above). (c) The Borrower hereby agrees to pay the reasonable and documented legal fees and expenses of the Administrative Agent, the Collateral Agent, each Lender Agent, the Collateral Custodian and the other Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the Collateral Agent shall, at the expense of the Borrower (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Borrower, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Agent to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower. (e) Notwithstanding any provision contained in this Agreement to the contrary, if no Termination Event has occurred and no Unmatured Termination Event exists, on a Lien Release Dividend Date, the Borrower may distribute to the Equityholder any Loan that was transferred by the Equityholder to the Borrower, or any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, the satisfaction of which shall have been certified by the Borrower to the Administrative Agent, the Collateral Agent and the Collateral Custodian (upon which all such recipients may conclusively rely): (i) The Borrower shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five (5) Business Days prior written notice of its intent to effect a Lien Release Dividend, in the form of Exhibit M hereto (a “Notice and Request for Consent”), and the Administrative Agent shall have delivered to the Borrower prior written consent, which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that, if the Administrative Agent shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one (1) Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; (iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Termination Event or Unmatured Termination Event shall exist, (B) the representations and warranties contained in Sections 4.1 and 4.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Loan remaining as part of the Collateral after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no material adverse change as to the Servicer or the Borrower; (iv) Such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the transfer of Lien Release Dividend, (x) insolvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Loans that are the subject of such Discretionary SaleLien Release Dividend Date, the Required Advance Reduction Amount will be equal to zero plus Borrower shall have (bA) an amount equal to all unpaid Interest then due and owing delivered to the extent reasonably determined by Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lenders Lien Release Dividend; (vi) A portion of a Loan may be transferred pursuant to be attributable a Lien Release Dividend provided that (A) such transfer does not have an adverse effect on the portion of such Loan remaining as a part of the Collateral, any other aspect of the Collateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to that a Noteless Loan) for the portion of the Advances Outstanding Loan remaining as a part of the Collateral has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan, or portion thereof, as applicable, shall be repaid transferred at a value equal to the outstanding principal balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall have paid in connection with the Discretionary Sale plus (c) full an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative Agent, each applicable Lenderthe Lenders, the Affected Parties and Collateral Agent and/or the Indemnified PartiesCollateral Custodian, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented date with respect to by the Administrative Agent Loans to be transferred pursuant to clause (ii) above); (vi) on such Lien Release Dividend and incurred in connection with the related Discretionary Sale Date, the proceeds (net transfer of (x) amounts payable such Loans pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection AccountLien Release Dividend; and (viiix) The Borrower shall pay the aggregate OLB reasonable legal fees and expenses of all Loans which are sold by the Borrower Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with a Discretionary Sale during any 12-month rolling period shall Lien Release Dividend (including, but not exceed 30% limited to, expenses incurred in connection with the release of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Lien of the Administrative Agent Collateral Agent, on behalf of the Secured Parties, and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from other party having an interest in the Loans in connection with such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesLien Release Dividend).

Discretionary Sales. The Borrower (a) Prior to the occurrence of an Event of Default or a Potential Event of Default, on any Discretionary Sale Date, Purchaser shall be permitted have the right to sell Loans prepay all or a portion of the Note Balance in connection with the sale and assignment to an unaffiliated third party purchaser or an Affiliated purchaser, of one or more Purchased Assets (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing andAt least one Business Day prior to each Discretionary Sale Date, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default Purchaser shall have occurred; (ii) immediately after giving effect given to such Discretionary SaleSeller, the Required Advance Reduction Amount shall be Note Purchaser Agent, Indenture Trustee and Custodian written notice of its intent to effect a Discretionary Sale (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretioneach such notice, a “Discretionary Sale Notice”), an amount less than specifying the Required Advance Reduction Amount immediately prior Discretionary Sale Date and including a list of all Purchased Assets to giving effect be sold and assigned pursuant to such Discretionary Sale; (iiiii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Purchaser to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Purchaser makes no representations, warranties (other than that the Purchaser owns such Asset and such transfer by Purchaser is free and clear of any Lien created by the Purchaser) or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale; (iii) No Discretionary Sale shall be made unless the Eligible Asset Amount is greater than $100 million at such date of determination; (other than iv) Servicer shall deliver to Indenture Trustee and the Note Purchaser Agent a certificate and evidence to the reasonable satisfaction of Indenture Trustee and the Note Purchaser Agent (which evidence may be included in the Monthly Report to be delivered with respect to the Discretionary Sale Date) that the Borrower has good title thereto, free and clear of all Liens and has the right to sell (x) Purchaser shall have sufficient funds on the related Loan)Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement, provided and (y) the aggregate Outstanding Principal Balance of the Purchased Assets that are the Borrower may make a subject of the proposed Discretionary Sale to (A) an Affiliate any Affiliate, together with the aggregate Outstanding Principal Balance of the Borrower with Purchased Assets sold in all other Discretionary Sales made in the prior written consent preceding 12 month period to Affiliates, shall not exceed 7.5% of the Administrative Agent in its sole discretion or (B) to highest Eligible Asset Amount of any month during the 12 month period immediately preceding such date of determination. In effecting a Discretionary Sale, Seller pursuant to any exercise may use the Sale Proceeds of sales of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementCollateral to satisfy its remittance obligations hereunder; (v) After giving effect to the Discretionary Sale and the assignment to Seller of the Collateral on any Discretionary Sale Date, (a) the remaining Note Balance shall not exceed the lesser of the Note Purchase Obligation Limit and the Borrowing Base, (b) the representations and warranties contained in Section 3.1 and Section 3.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Event of Default nor a Potential Event of Default shall have resulted; and (vi) On the related Discretionary Sale Date, the Administrative AgentServicer, each Lender Indenture Trustee, Custodian, Backup Servicer and the Collateral CustodianSecured Parties, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer portion of the Loans that are the subject of Note Balance to be prepaid in connection with such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero Sale plus (b) an amount equal to all accrued and unpaid Interest then due and owing interest on the Notes to the extent reasonably determined by the Administrative Note Purchaser Agent and the Lenders to be attributable to that portion of the Advances Outstanding Note Balance to be repaid paid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts due and owing to the Administrative AgentServicer, each applicable LenderIndenture Trustee, the Affected Parties Custodian, Backup Servicer and the Indemnified Parties, as applicable, Secured Parties under this Agreement and the other Transaction Documents Basic Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including termination payments and any other payments owing to the Hedge Counterparties in respect of the termination of any Interest Rate Xxxxxx) in each case to the extent attributable to the Collateral to be sold by Seller in connection with such Discretionary Sale; provided, that the Indenture Trustee and the Note Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Note Balance to the extent requested by Seller in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, following payment and receipt of the amounts referred to in clause (vii) above to the Secured Parties and the other Persons referred to therein, there shall be sold and assigned to such lesser amount Person as consented to is directed by the Administrative Agent Purchaser without recourse, representation or warranty (other than that the Purchaser owns such Purchased Asset and such transfer by Purchaser is free and clear of any Lien created by the Purchaser) all of the right, title and interest of Purchaser in, to and under the portion of the Collateral so purchased and such portion of the Collateral so purchased shall be released from the Lien of the Indenture (subject to the requirements of clauses (iii), (iv), (v) and (vi) above) pursuant to and in accordance with Section 2.9 of the Indenture (subject to the requirements of clause (iiv) above);. (vic) on The Purchaser hereby agrees to pay (and, if the related Discretionary Sale DatePurchaser does not pay, Seller agrees to pay) any Assignment Fees together with the reasonable legal fees and expenses of the Note Purchaser, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) New Note Purchasers, the Note Purchaser Agent, the Indenture Trustee and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower Secured Parties in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation (including, but not limited to, expenses incurred in connection with the prior written consent release of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) Lien of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesIndenture Trustee).

Discretionary Sales. The Borrower 4.2.1. Grid Assurance shall have the right to sell Inventoried Spares pursuant to Discretionary Sales when and as deemed appropriate by Grid Assurance in its reasonable judgment; provided, however, that all Discretionary Sales shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Saleconditions set forth in the Agreement, the Required Advance Reduction Amount shall Sparing Protocols and the Deployment Protocols. Discretionary Sales from any Equipment Class may be conducted: (xa) zero on Grid Assurance’s own initiative (including for the purpose of mitigating the risk that Inventoried Spares could become technologically or physically obsolete); or (yb) subject to at the prior consent request of the Administrative Agent Equipment Committee associated with that Equipment Class, a Subscriber Group Member, a Transmission Group Member or any other Person. 4.2.2. If Grid Assurance agrees to enter into a Discretionary Sale upon the request of a Subscriber Group Member, a Transmission Group Member or any other Person (in its sole discretionincluding a Discretionary Sale pursuant to Section 4.2.3, Section 4.2.4 or Section 4.2.5 of this Part 2), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iiipurchase price for any Inventoried Spare(s) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such sold in that Discretionary Sale shall be made by the Collateral Manager, on behalf greater of the BorrowerOriginal Cost or the Replacement Cost of such Inventoried Spare(s); provided, however, that nothing in this Section 4.2.2 shall limit Grid Assurance’s authority to an unaffiliated third party purchaser negotiate the purchase price for Inventoried Spares sold pursuant to Discretionary Sales that Grid Assurance initiates. 4.2.3. Without limiting the conditions set forth in a transaction (i) reflecting arms-length market terms Section 4.2.1 and (ii) in which the Borrower makes no representationsSection 4.2.2 of this Part 2, warranties or covenants and provides no indemnification for the benefit of any other party if Grid Assurance agrees to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make enter into a Discretionary Sale with any Transmission Group Member(s) that, based on a Qualifying Event, request(s) to purchase more than its/their Nominated Quantity for any Equipment Class in which it/they is/are participating, such sale shall be subject to the agreement by the Subscriber Group Member affiliated with such Transmission Group Member(s): (Aa) an Affiliate subject to any Equipment Committee approval that may be required pursuant to Section 9.2.2(b) of this Part 2, to amend Schedule 2.1 to increase the Nominated Quantity in each such Equipment Class to a quantity no less than the quantity of Inventoried Spares that such Transmission Group Member(s) is/are purchasing from that Equipment Class; and (b) if Schedule 2.1 is amended pursuant to Section 4.2.3(a) of this Part 2, to pay Grid Assurance (in addition to the purchase price of the Borrower with Inventoried Spare(s)), for each Equipment Class for which the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller Nominated Quantity was increased pursuant to any exercise Section 4.2.3(a) of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available fundsthis Part 2, an amount equal to the sum of lesser of: (ai) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net product of (x) amounts payable the monthly Sparing Service Fee applicable to the minimum increase in the Nominated Quantity that Subscriber Group Member was required to specify pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C4.2.3(a) of Section 2.14(iv) shall be excluded from such 30% limitation; providedthis Part 2, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and multiplied by (y) the Facility Amount number of months since the Fee Commencement Date for that Equipment Class; or (ii) two hundred percent (200%) of the Replacement Cost of the Inventoried Spare(s) purchased by the Subscriber Group Member’s affiliated Transmission Group Member(s) from that Equipment Class in that Discretionary Sale. 4.2.4. Without limiting the conditions set forth in Section 4.2.1 and Section 4.2.2 of this Part 2, if Grid Assurance agrees to enter into a Discretionary Sale with a Transmission Group Member that, based on a Qualifying Event, requests to purchase any Inventoried Spares from an Equipment Class in which that Transmission Group Member is concurrently reduced not participating, such sale shall be subject to the agreement by that Transmission Group Member’s affiliated Subscriber Group Member: (a) subject to any Equipment Committee approval that may be required pursuant to Section 2.3(a9.2.2(c) by an amount equal of this Part 2, to the proceeds of amend Schedule 2.1 to (i) include each Equipment Class from which that Transmission Group Member is purchasing any such Discretionary Sales.Inventoried Spares, and

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding, in connection with the transfer and assignment to the Seller by the Administrative Agent, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that c) After giving effect to the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of and the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) assignment to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vd) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, each of the Required Advance Reduction Amount Availability and the Adjusted Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding or Adjusted Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that the Administrative Agent pursuant and each Purchaser Agent shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Adjusted Facility Amount; (f) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale have been sent directly into the Collection Account; (g) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale); and (h) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Administrative Agent, on behalf of the Secured Parties, shall, at the expense of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall be sent directly actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Lien of the Administrative Agent and (b) any Discretionary Sale made pursuant the Secured Parties on the portion of the Collateral to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds Seller and release and deliver to the Seller such portion of such Discretionary Salesthe Collateral to be retransferred to the Seller.

Discretionary Sales. The Borrower shall be permitted During the Reinvestment Period, the Collateral Manager may direct the Trustee to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 20% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to an Affiliate of the Collateral Manager Defaultor the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, a Valuation of Default shall have occurred; the Collateral Obligation (the highest bid provided by an unaffiliated loan market participant described in clause (x) or the fair market value established by the Valuation described in this clause (y) (the “Applicable Qualified Valuation”), and such Affiliate acquires such Collateral Obligation for a price equal to the price established by such Applicable Qualified Valuation); and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (anticipated net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salessale) will be greater than the Reinvestment Target Par Balance.

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment by the Seller (and related release of security interest by the Administrative Agent, on behalf of the Secured Parties), of the specified portion of Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementSale; (vc) After giving effect to the Discretionary Sale on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (d) On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (ai) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (bii) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (ciii) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that, the Administrative Agent pursuant and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (i) through (iii) of this clause (iid) above)and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) on The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Facility Amount; and (f) On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and. (viig) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) The consideration for any Discretionary Sale may occurring during the Amortization Period shall be excluded from such 30% limitation with no less than the prior written consent sum of the Administrative Agent and (b) any Outstanding Asset Balances of the Assets subject to such Discretionary Sale made pursuant unless otherwise consented to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that in writing by the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesAdministrative Agent.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans (each, a “Discretionary Sale”) subject to the following conditionsany Collateral Obligation at any time if: (i) no Collateral Manager Default or Event of Default has occurred from and is continuing andfollowing the Effective Date, immediately after giving effect to such Discretionary Salesale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this sub-paragraph (f) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Effective Date, during the period commencing on the Effective Date) is not greater than 25% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Effective Date, as the case may be) (it being understood that no such limitation shall apply to sales of Collateral Manager Default, Default or Event of Default shall have occurred;Obligations with respect to any period prior to the Effective Date); and (ii) immediately either: (A) during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into one or more binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an Aggregate Principal Balance at least equal to the Principal Balance of such Collateral Obligation within 25 Business Days after such sale; or (B) at any time, either (i) the Sale Proceeds from such sale are at least equal to the Investment Criteria Adjusted Balance of such Collateral Obligation or (ii) after giving effect to such Discretionary Salesale, the Required Advance Reduction Amount Aggregate Principal Balance of all Collateral Obligations (excluding the Collateral Obligation being sold but including, without duplication, the anticipated net proceeds of such sale) plus, without duplication, the Available Principal Amounts will be greater than the Reinvestment Target Par Balance. For purposes of determining the percentage of Collateral Obligations sold during any such period, the amount of any Collateral Obligations sold shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing reduced to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of any purchases of Collateral Obligations of the Advances Outstanding same obligor (which are pari passu or senior to be repaid in connection such sold Collateral Obligations) occurring within 45 Business Days of such sale (determined based upon the date of any relevant trade confirmation or commitment letter) so long as any such Collateral Obligation was sold with the Discretionary Sale plus (c) an aggregate amount equal to the sum intention of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with purchasing a Discretionary Sale during any 12-month rolling period shall not exceed 30% Collateral Obligation of the highest Aggregate OLB at any point during same obligor (which would be pari passu or senior to such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such datesold Collateral Obligation); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The (a) Prior to the occurrence of an Unmatured Event of Default or an Event of Default, on any Discretionary Sale Date, the Borrower shall be permitted have the right to sell Loans prepay all or a portion of the Outstanding Amount in connection with the transfer, assignment and release to the Borrower by the Trustee, on behalf of the Secured Parties, of all or a portion of the Assets in the Asset Pool (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event At least three (3) Business Days prior to each Discretionary Sale Date, the Borrower shall have given the Deal Agent (with a copy to the Trustee, the Hedge Counterparty and the Backup Servicer) written notice of Default has occurred its intent to effect a Discretionary Sale (each such notice, a “Discretionary Sale Notice”), specifying the Discretionary Sale Date and is continuing and, immediately after giving effect including a list of all Assets to be sold and assigned pursuant to such Discretionary SaleSale and the sales price thereof, no Collateral Manager Default, Default or Event of Default and the Deal Agent shall have occurredconsented in writing to such Discretionary Sale in its sole and absolute discretion; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, Borrower to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other iii) The Borrower shall not use any selection procedures that it believes to be materially adverse to the interests of the Secured Parties when selecting the Assets to be sold in a Discretionary Sale; (iv) The Borrower shall not sell any Assets for an amount less than that the fair market value thereof; provided, however, following a Turbo Event, the Borrower has good title thereto, free and clear of all Liens and has shall not sell any Assets for an amount less than the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate greater of the Borrower with fair market value thereof and the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale AgreementPrepayment Amount; (v) Both before and after giving affect to any Discretionary Sale, the Outstanding Amount does not exceed the Borrowing Base; (vi) The Servicer shall deliver to the Deal Agent (with a copy to the Hedge Counterparty, the Trustee and the Backup Servicer) a certificate and evidence to the reasonable satisfaction of the Deal Agent (which evidence may consist solely of a certificate from the Servicer) that (x) the Borrower shall have sufficient funds on the related Discretionary Sale Date to effect the contemplated Discretionary Sale in accordance with this Agreement (unless an Discretionary Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Discretionary Sale shall be reflected on the applicable Monthly Report)), and (y) the aggregate Discounted Contract Balance of the Assets which are the subject of the proposed Discretionary Sale, together with the aggregate Discounted Contract Balance of the Assets sold in all other Discretionary Sales made in the preceding twelve (12) month period, shall not exceed 15.0% of the highest ADCB of any month during the twelve (12) month period immediately preceding such date of determination. In effecting a Discretionary Sale, the Borrower may use the proceeds of sale of the Assets on such Discretionary Sale Date to satisfy its remittance obligations hereunder. (vii) After giving effect to the Discretionary Sale and the assignment to the Borrower of the portion of the Asset Pool to be released on any Discretionary Sale Date, (A) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, and (B) neither an Unmatured Event of Default nor an Event of Default shall have resulted; and (viii) On the related Discretionary Sale Date, the Administrative Deal Agent, each Lender the Lender, the Hedge Counterparties, the Trustee and the Collateral Custodian, as applicable, Backup Servicer shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient the portion of the Outstanding Amount to reduce the Advances Outstanding such that, after giving effect be prepaid that are attributable to the transfer of Assets to be sold by the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal Borrower pursuant to zero this Section 2.19 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then amounts (other than Interest) due and owing to the Administrative Deal Agent, each applicable Lenderthe Trustee, the Affected Parties Backup Servicer, the Lender and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents Documents, to the extent accrued to such date and to accrue to the next Payment Date (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case, to the extent attributable to the Assets to be sold by the Borrower pursuant to this Section 2.19; provided, that the Deal Agent and the Lender shall have the right to determine whether the amount paid (or such lesser amount as consented proposed to be paid) by the Administrative Agent pursuant Borrower on the Discretionary Sale Date is sufficient to satisfy the requirements of this clause (iiviii) and is sufficient to reduce the Outstanding Amount to the extent requested by the Borrower in connection with the Discretionary Sale. (b) In connection with any Discretionary Sale, contemporaneously with receipt by the Trustee for distributions to the parties entitled thereto of the amounts referred to in clause (a)(vii) above, the related Assets shall be released from the Lien of this Agreement, without recourse, representation or warranty (subject to the requirements of clauses (a)(iv) and (vii) above);. (vic) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Trustee, the Lender, the Hedge Counterparty and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties, and any other party having an interest in the Asset Pool in connection with such Discretionary Sale). (d) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Trustee, on behalf of the Secured Parties, shall, at the expense and request of the Borrower (net i) execute such instruments of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly release with respect to the Collection Account; and (vii) the aggregate OLB Assets to be released, in recordable form if necessary, in favor of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales reasonably request, (ii) deliver any Trustee Contract Files related to the Contracts to be released from the Lien of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant this Agreement to Section 2.3(b) to reduce Advances Outstanding the Borrower and (yiii) otherwise take such actions as are necessary and appropriate to release the Facility Amount is concurrently reduced pursuant Lien of the Trustee for the benefit of the Secured Parties on those Assets to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salesreleased.

Discretionary Sales. The Borrower Upon not less than one Business Day’s prior written notice to the Administrative Agent (with a copy to the Collateral Custodian), the Loan Parties shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrowerapplicable Loan Party, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower such Loan Party makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower such Loan Party has good title thereto, free and clear of all USActive 56057294.10 Liens and has the right to sell the related Loan), provided that the Borrower that, each Loan Party may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementdiscretion; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above)Documents; (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v2.14(b)(v) and (y) normal transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB Outstanding Balances of all Loans which are sold or intended to be sold by the Borrower Loan Parties in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 3020% of the highest Aggregate OLB Outstanding Balance of all Eligible Loans at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 3020% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesAgent.

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding in connection with the transfer and assignment to the Seller by the Administrative Agent, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that c) After giving effect to the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of and the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) assignment to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vd) on On the related Discretionary Sale Date, the Administrative Agent, each Lender Purchaser Agent, on behalf of the applicable Purchaser, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, the Purchaser Agents, each applicable LenderPurchaser, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that, the Administrative Agent pursuant and each Purchaser Agent shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) on The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Facility Amount; and (f) On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted Collateral Manager may direct the Trustee to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 30% of the Collateral Principal Amount as of the Determination Date immediately preceding the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected by the Transferor pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to an Affiliate of the Collateral Manager Defaultor the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, the value determined as the bid side market value of Default such Collateral Obligation either (A) as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, which value shall have occurred; be consented to by the Issuer through the Independent Review Party, if any, pursuant to Section 5 of the Collateral Management Agreement and certified by the Collateral Manager to the Trustee or (B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation for a price equal to the value so determined; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, together with Eligible Investments constituting Principal Proceeds, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an aggregate outstanding principal balance at least equal to the outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest, expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount anticipated net proceeds of such sale) will be greater than or equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary SalesReinvestment Target Par Balance.

Discretionary Sales. The Borrower shall be permitted During the Reinvestment Period, the Collateral Manager may direct the Trustee to sell Loans (each, any Collateral Obligation at any time other than during a “Discretionary Sale”) subject to the following conditions: Restricted Trading Period if (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately (A) after giving effect to such Discretionary Salesale, no the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be), it being understood that the foregoing limitation shall not apply to any optional or mandatory substitutions or repurchases effected pursuant to the Master Loan Sale Agreement and Section 12.3; and (B) if such Collateral Obligation is to be sold to an Affiliate of the Collateral Manager Defaultor the Issuer, Default the Collateral Manager obtains either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Collateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), or Event (y) if the Collateral Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, a Valuation of Default shall have occurred; the Collateral Obligation (the highest bid provided by an unaffiliated loan market participant described in clause (x) or the fair market value established by the Valuation described in this clause (y) (the “Applicable Qualified Valuation”), and such Affiliate acquires such Collateral Obligation for a price equal to the price established by such Applicable Qualified Valuation; and (ii) immediately either: (A) solely during the Reinvestment Period, the Collateral Manager reasonably believes prior to such sale that it will be able to enter into binding commitments to reinvest all or a portion of the proceeds of such sale, in compliance with the Investment Criteria, in one or more additional Collateral Obligations with an aggregate outstanding principal balance at least equal to the outstanding principal balance (or, in the case of any Discount Obligation, the purchase price, excluding accrued interest expressed as a percentage of par and multiplied by the outstanding principal balance thereof) of such Collateral Obligation within 30 days after such sale; or (B) after giving effect to such Discretionary Salesale, the Required Advance Reduction Adjusted Collateral Principal Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by excluding the Collateral ManagerObligation being sold but including, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Datewithout duplication, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (anticipated net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Salessale) will be greater than the Reinvestment Target Par Balance.

Discretionary Sales. The Borrower shall be permitted or the Services Provider on behalf of the Borrower may at any time direct the Collateral Agent in writing to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no any Collateral Manager Default or Event Loan that is not covered by another provision of Default has occurred and is continuing and, this Section 10.1; provided that immediately after giving effect to such Discretionary Sale, no each Collateral Manager DefaultQuality Test and each Concentration Limit is satisfied, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Saleif not satisfied, the Required Advance Reduction Amount shall be (x) zero degree of compliance with each Collateral Quality Test and each Concentration Limit is maintained or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitationimproved; provided, further, that during the Borrower may make Discretionary Sales Reinvestment Period, such sale shall only be permitted so long as (i) the Aggregate Principal Balance of all such Collateral Loans exceeding such 30% limitation if (excluding (u) Equity Securities, (v) CCC Collateral Loans that at the time of the commitment to sell constituted CCC Excess, (w) Credit Risk Loans, (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and Post-Transition S&P CCC Collateral Loans, (y) Defaulted Loans and Ineligible Assets, and (z) Collateral Loans subject to a Specified Change) sold during the Facility Amount preceding period of twelve calendar months (or, for the first twelve calendar months after the Closing Date, during the period commencing on the Closing Date) is concurrently reduced not greater than 25% of Total Capitalization, as of the first day of such twelve calendar month period (or as of the Closing Date, as the case may be) (except that in the case of a Permitted Securitization such 25% limitation shall not apply) or (ii) such sale is in connection with a Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy the requirements of sub-clause (x) of clause (b) of the definition of Permitted Distribution). Any written direction given by the Borrower or the Services Provider on behalf of the Borrower to the Collateral Agent that pursuant to Section 2.3(athis clause (v) shall be deemed a representation and certification by an amount equal the Borrower or the Services Provider on behalf of the Borrower to the proceeds of such Discretionary SalesCollateral Agent this clause (v) has been satisfied.

Discretionary Sales. The Borrower Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Discretionary Sale Date, the Seller shall be permitted have the right to sell Loans prepay all or a portion of the Advances Outstanding, in connection with the transfer and assignment to the Seller by the Administrative Agent, on behalf of the Secured Parties, of the Collateral (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (ia) no Collateral Manager Default or Event At least one Business Day prior to each Discretionary Sale Date, the Servicer, on behalf of Default has occurred the Seller, shall have given the Administrative Agent and is continuing andeach Hedge Counterparty written notice of its intent to effect a Discretionary Sale (each such notice a “Discretionary Sale Notice”), immediately after giving effect specifying the Discretionary Sale Date and including a list of all Assets to be sold and assigned pursuant to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurredand a revised Borrowing Base Certificate; (iib) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerServicer, on behalf of the BorrowerSeller, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower Seller makes no representations, warranties or covenants for the benefit of any other party to the Discretionary Sale and provides no indemnification for the benefit of any other party to the Discretionary Sale Sale; (other than that c) After giving effect to the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of and the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) assignment to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Collateral on any Discretionary Sale Date, (a) the Availability is greater than or equal to zero, (b) the representations and warranties contained in Section 7.1 of 4.1 hereof shall continue to be correct in all material respects, except to the Sale Agreementextent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (vd) on On the related Discretionary Sale Date, the Administrative Agent, each Lender on behalf of the Purchasers, the Hedge Counterparties, the Collateral Custodian and the Collateral CustodianBackup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans Assets that are the subject of such Discretionary Sale, the Required Advance Reduction Amount Availability will be equal to zero or greater than $0 plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then Aggregate Unpaids due and owing to the Administrative Agent, each applicable Lenderthe Purchasers, the Affected Parties, the Indemnified Parties and the Indemnified PartiesHedge Counterparties, as applicable, under this Agreement and the other Transaction Documents (or Documents, to the extent accrued to such lesser amount as consented to by date; provided that the Administrative Agent pursuant shall have the right to clause determine whether the amount paid (iior proposed to be paid) above)by the Seller on the Discretionary Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Discretionary Sale; (vie) The Outstanding Asset Balance of the Asset(s) which are the subject of the proposed Discretionary Sale, together with the Outstanding Asset Balance of the Asset(s) sold in all other Discretionary Sales made in the preceding 12 month period, shall not exceed 20% of the Facility Amount; (f) On the related Discretionary Sale Date, the proceeds from such Discretionary Sale have been sent directly into the Collection Account; (g) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent and the Secured Parties in connection with any Discretionary Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Discretionary Sale); and (h) In connection with any Discretionary Sale, on the related Discretionary Sale Date, the proceeds Administrative Agent, on behalf of the Secured Parties, shall, at the expense of the Seller (net i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in recordable form if necessary, in favor of the Seller as the Seller may reasonably request, (xii) amounts payable pursuant deliver any portion of the Collateral to Section 2.14(v) be retransferred to the Seller in its possession to the Seller and (yiii) transactional expenses) from otherwise take such Discretionary Sale shall be sent directly actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent Lien of the Administrative Agent and (b) any Discretionary Sale made pursuant the Secured Parties on the portion of the Collateral to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal retransferred to the proceeds Seller and release and deliver to the Seller such portion of such Discretionary Salesthe Collateral to be retransferred to the Seller.

Discretionary Sales. The Prior to the Revolving Period Termination Date, the Borrower shall be permitted have the right to sell Loans (each, a “Discretionary Sale”) ), subject to the following terms and conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Any Discretionary Sale shall be made by the Collateral ManagerAdministrator, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that that, the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreementdiscretion; (vii) After giving effect to the Discretionary Sale, the receipt of funds provided for in clause (iii) below and the assignment to the Borrower of the Collateral on any Discretionary Sale Date, the Administrative Agent and each lender shall have received from the Borrower a certificate establishing (and in the case of clause (a) including detail and a Borrowing Base calculation) that (a) the Required Advance Reduction Amount is equal to zero, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) no Event of Default shall have resulted; (iii) On the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above)Documents; (viiv) on On the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) normal transactional expenses) from such Discretionary Sale shall be have been sent directly to into the Collection Account; (v) No such Discretionary Sale may, without the prior written consent of the Administrative Agent, in its sole discretion, be made if an Event of Default has occurred and is continuing and the Obligations have been accelerated as a result thereof (and such acceleration has not been rescinded); and (viivi) During the Revolving Period, the aggregate OLB of all Loans which are sold or intended to be sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate aggregate OLB of all Eligible Loans as at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any the Borrower may make Discretionary Sale may be excluded from such Sales of Loans exceeding 30% limitation of the highest aggregate OLB of all Eligible Loans as at any point during such 12-month period either (i) with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (Cii) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (xA) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (yB) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of from such Discretionary Sales. If a Loan owned by the Borrower ceases to be an Eligible Loan solely due to a breach of representation or warranties of the seller, that Loan may be sold back to the seller upon notice to (but not the prior written consent of) the Administrative Agent if all other requirements of a Discretionary Sale (as set forth in this Section 2.15) are satisfied as of the date of such sale back to the seller.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred;; USActive 55525956.12 61 (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, on behalf of the Borrower, to an unaffiliated third party purchaser in a transaction (i) reflecting arms-length market terms and (ii) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to the Discretionary Sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan), provided that the Borrower may make a Discretionary Sale to (A) an Affiliate of the Borrower with the prior written consent of the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus (c) an aggregate amount equal to the sum of all other Obligations then due and owing to the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% of the highest Aggregate OLB at any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made pursuant to clause (B) or (C) of Section 2.14(iv) shall be excluded from such 30% limitation; provided, further, that the Borrower may make Discretionary Sales of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal to the proceeds of such Discretionary Sales.

Discretionary Sales. The Borrower shall be permitted to sell Loans (each, a “Discretionary Sale”) subject to or the following conditions: (i) no Collateral Manager Default or Event of Default has occurred and is continuing and, immediately after giving effect to such Discretionary Sale, no Collateral Manager Default, Default or Event of Default shall have occurred; (ii) immediately after giving effect to such Discretionary Sale, the Required Advance Reduction Amount shall be (x) zero or (y) subject to the prior consent of the Administrative Agent (in its sole discretion), an amount less than the Required Advance Reduction Amount immediately prior to giving effect to such Discretionary Sale; (iii) the Borrower shall have delivered a Borrowing Base Certificate to the Administrative Agent; (iv) such Discretionary Sale shall be made by the Collateral Manager, Services Provider on behalf of the Borrower, Borrower may at any time direct the Collateral Agent in writing to an unaffiliated third party purchaser sell any Collateral Loan (in a transaction addition to any sales pursuant to clauses (i) reflecting arms-length market terms through (iv) above or clauses (vi) through (viii) below); provided that such sale shall be permitted only so long as, measured from and (ii) in which after the Borrower makes no representations, warranties or covenants Second Amendment Effective Date and provides no indemnification for the benefit of excluding any other party to the Discretionary Sale (other than Collateral Loan that the Borrower has good title thereto, free and clear of all Liens and has the right committed to sell on or prior to the related Loan), provided Second Amendment Effective Date or that the Borrower may make a Discretionary Sale intends to sell shortly after the Second Amendment Effective Date (A) an Affiliate of in each case, as identified on Schedule K hereto by the Borrower with the prior written consent of to the Administrative Agent in its sole discretion or (B) to the Seller pursuant to any exercise of the Seller’s mandatory repurchase obligation under Section 7.1 of the Sale Agreement; (v) on the related Discretionary Sale Date, the Administrative Agent, each Lender and the Collateral Custodian, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Discretionary Sale, the Required Advance Reduction Amount will be equal to zero plus (b) an amount equal to all unpaid Interest then due and owing to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Discretionary Sale plus Second Amendment Effective Date), (cA) an aggregate amount equal to the sum Aggregate Principal Balance of all other Obligations then due and owing to such Collateral Loans (excluding CCC Collateral Loans that at the Administrative Agent, each applicable Lender, the Affected Parties and the Indemnified Parties, as applicable, under this Agreement and the other Transaction Documents (or such lesser amount as consented to by the Administrative Agent pursuant to clause (ii) above); (vi) on the related Discretionary Sale Date, the proceeds (net of (x) amounts payable pursuant to Section 2.14(v) and (y) transactional expenses) from such Discretionary Sale shall be sent directly to the Collection Account; and (vii) the aggregate OLB of all Loans which are sold by the Borrower in connection with a Discretionary Sale during any 12-month rolling period shall not exceed 30% time of the highest Aggregate OLB at commitment to sell constituted CCC Excess and any point during such 12-month period (or such lesser number of months as shall have elapsed from the Closing Date as of such date); provided that, (a) any Discretionary Sale may be excluded from such 30% limitation with the prior written consent of the Administrative Agent and (b) any Discretionary Sale made Collateral Loans sold pursuant to clause (B) below) sold during the preceding period of twelve calendar months (or, for the first twelve calendar months after the ClosingSecond Amendment Effective Date, during the period commencing on the ClosingSecond Amendment Effective Date) is not greater than 25% of Total Capitalization as of the first day of such twelve calendar month period (or as of the ClosingSecond Amendment Effective Date, as the case may be) or (CB) such sale is in connection with a Permitted Securitization (including, for the avoidance of doubt, sales to an Affiliate of the Borrower that is not the issuer or debtor in the Permitted Securitization in amounts necessary to satisfy sub-clause (x) of clause (b) of the definition of Permitted Distribution) and, after giving effect to such sale, the requirements of Section 2.14(iv5.37 are satisfied as of such date. Any written direction given by the Borrower or the Services Provider on behalf of the Borrower to the Collateral Agent that pursuant to this clause (v) shall be excluded from such 30% limitation; provided, further, that deemed a representation and certification by the Borrower may make Discretionary Sales or the Services Provider on behalf of Loans exceeding such 30% limitation if (x) all proceeds from such Discretionary Sales are applied pursuant to Section 2.3(b) to reduce Advances Outstanding and (y) the Facility Amount is concurrently reduced pursuant to Section 2.3(a) by an amount equal Borrower to the proceeds of such Discretionary SalesCollateral Agent this clause (v) has been satisfied.