Common use of Discretionary Sales Clause in Contracts

Discretionary Sales. (i) The Borrower shall be permitted to sell (or 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”); 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 Borrowing Base Deficiency shall exist, (iv) no event has occurred, or would result from such sale, which constitutes an Unmatured Event of Default and (v) after giving effect to such sale, the Weighted Average Life Test is satisfied or, if not satisfied, would be maintained or improved.

Discretionary Sales. (i) The Borrower shall be permitted to sell (or direct any Securitization Subsidiary to sell) Loan Assets to Persons other than Persons, including Affiliates of the Originator or its Affiliates Transferor, from time to time prior to the declaration or automatic occurrence of the Facility Maturity Date (such sale, a “Discretionary Sale”); 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 Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist, (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 Default, and (v) after giving effect to any such sale, the Weighted Average Life Test is Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved.

Discretionary Sales. Subject to Sections 2.14(e) and (if), upon not less than one (1) The Business Day’s prior written notice to the Administrative Agent (with a copy to the Collateral Agent and the Lenders), the Borrower shall be permitted to sell Loans (or direct any Securitization Subsidiary to sell) Loan Assets to Persons other than the Originator or its Affiliates from time to time (such saleeach, a “Discretionary Sale”); provided that ) so long as (i) the proceeds no Default, Event of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereofDefault or Borrowing Base Deficiency has occurred and is continuing and, (ii) any sale to an Affiliate of the Originator meets the requirements set forth in Section 2.07(d) below, (iii) immediately after giving effect to any such saleDiscretionary Sale, no Default, Event of Default or Borrowing Base Deficiency shall exist, (ivii) no event has occurred, or would result all proceeds from such saleDiscretionary Sale are deposited by the Borrower in the Collection Account for distribution in accordance with Section 2.7, which constitutes an Unmatured Event of Default and (viii) immediately after giving effect to such saleDiscretionary Sale, (x) no Borrowing Base Deficiency exists or (y) the Weighted Average Life Test is Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improvedsuch Discretionary Sale results in Collateral Quality Improvement.

Discretionary Sales. (i) The Borrower shall be permitted to sell (any Loan Asset and any Margin Stock or direct other Collateral that is not a Permitted Investment to any Securitization Subsidiary to sell) Loan Assets to Persons other than Person, including Affiliates of the Originator or its Affiliates Transferor, from time to time prior to the Facility Maturity Date (such sale, a “Discretionary Sale”); provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereofAccount, (ii) any sale to an Affiliate of the Originator Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist, (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 Default, and (v) after giving effect to any such sale, the Weighted Average Life Test is Collateral Quality Tests are satisfied or, if not satisfied, would be are maintained or improved.

Discretionary Sales. (i) The Borrower shall be permitted to sell (or 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”); 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 Borrowing Base Deficiency shall exist, (iv) no event has occurred, or would result from such sale, which constitutes an Unmatured Event of Default and (v) after giving effect to such sale, the Weighted Average Life Test is satisfied or, if not satisfied, would be maintained or improved.. 66

Discretionary Sales. (i) The Borrower shall be permitted to sell (or direct any Securitization Subsidiary to sell) Loan Assets to Persons other than Persons, including Affiliates of the Originator or its Affiliates Transferor, from time to time prior to the declaration or automatic occurrence of the Facility Maturity Date (such sale, a “Discretionary Sale”); provided that (i) the proceeds of such sale shall be deposited into the Principal Collection Account Subaccount to be disbursed in accordance with Section 2.04 hereof, (ii) any sale to an Affiliate of the Originator Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist, (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 Default, and (v) after giving effect to any such sale, the Weighted Average Life Test is Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved.

Discretionary Sales. (i) The Borrower shall be permitted to sell (or direct any Securitization Subsidiary to sell) Loan Assets to Persons other than Persons, including the Originator or its Transferor and Affiliates of the Transferor, from time to time prior to the declaration or automatic occurrence of the Facility Maturity Date (such sale, a “Discretionary Sale”); 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 the Transferor or an Affiliate of the Originator Transferor meets the requirements set forth in Section 2.07(d) below, (iii) after giving effect to any such sale, no Borrowing Base Deficiency shall exist, (iv) no event has occurred, or would result from such sale, which constitutes an Event of Default or an Unmatured Event of Default and (v) after giving effect to any such sale, the Weighted Average Life Test is Collateral Quality Tests are satisfied or, if not satisfied, would be maintained or improved.