Common use of Lien Release Dividend Clause in Contracts

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being transferred pursuant to such Lien Release Dividend, (A) such transfer shall not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Equityholder and the Equityholder may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Equityholder and by the Equityholder to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent Trustee and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent Trustee and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent Note Purchaser consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative AgentNote Purchaser; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but that, if the Administrative Agent Note Purchaser shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent Note Purchaser 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent, with a copy to the Trustee and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the LendersNote Purchaser, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent Trustee and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the LendersNote Purchaser, each Hedge Counterparty, the Collateral Agent Trustee or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Hedge Breakage Costs and Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the LendersNote Purchaser, the Collateral Agent Trustee and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentTrustee, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default or Collateral Manager Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the BorrowerLoan, or portions thereof thereof, to the Equityholder (each, a “Lien Release Dividend”), subject to the restrictions set forth in clauses (d)(i) and (ii) above and the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Equityholder 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 requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I Q hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for ConsentConsent to Lien Release Dividend”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default, Collateral Manager Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 hereof in the Management Agreement shall continue to be correct in all material respectscorrect, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Datesuch 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 Effect with respect to the Servicer on any Borrower Advisor 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, 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 the same in its sole discretion and (B) obtained all corporate or similar authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan AssetUnless waived by the Administrative Agent in its sole discretion, each Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Loans pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the BorrowerAssets, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that to the Administrative Agent consent to regarding the effectuation of a Lien Release Dividend, in the form of Exhibit I O hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consentof Lien Release Dividend”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have obtained delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all authorizations, consents and approvals required Loan Assets or portions thereof to effectuate the be transferred pursuant to such Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, ; provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to to, or greater than, the Outstanding Balance Adjusted Borrowing Value thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, reasonable and documented 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 Loan Assets Asset in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event, an Unmatured Servicer Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator all or a portion of the Transferor to Transferred Loans (the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, Agent (with a copy to the Collateral Agent and the Collateral Custodian, Trustee) at least five two (2) Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Transferred Loans or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.01, 4.02 4.1 and 4.03 hereof 4.2 shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Transferred Loan Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents and Lien Release Dividend Date, (E) there neither an Unmatured Termination Event, a Termination Event, an Unmatured Servicer Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect resulted; and (F) the Collateral Quality Test shall be satisfied after giving effect to the Servicer or the BorrowerLien Release Dividend; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral or the Secured Parties, (B) the Loan Documents for such portion of the Transferred Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain customary pro rata sharing, any other aspect of the Collateral Portfoliointercreditor and, the Lendersif applicable, the Administrative Agent or any other Secured Party subordination, provisions and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed in blank or to the Collateral Agent Trustee on behalf of the Secured Parties and delivered to the Collateral Custodian;Trustee; and (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the LendersTrustee, the Collateral Agent or Backup Servicer, the Collateral CustodianLenders and the Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such a Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions, in whole or in part, in connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Trustee on behalf of the BorrowerSecured Parties in, to and under the Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and such Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.16(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Trustee and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, Trustee on behalf of the Secured Parties, Parties and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Trustee at the written direction of the Secured Parties shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans, any related Collateral, and in the case of a portion of a Transferred Loan, the related Collateral with respect to such portion), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans, any related Collateral, and in the case of a portion of a Transferred Loan, the related Collateral with respect to such portion) in its possession to the Borrower and (3) otherwise, at and in accordance with the written direction of the Borrower (to the extent not inconsistent with the aforementioned direction of the Secured Parties) take such actions, as are necessary and appropriate to release the Lien of the Trustee on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans, any related Collateral, and in the case of a portion of a Transferred Loan, the related Collateral with respect to such portion).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a the “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five two (2) Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Transferred Loans or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.013.2 (k), 4.02 3.2 (l), 3.2 (m), and 4.03 3.2 (o), and Section 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 Transferred Loan Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents Lien Release Dividend Date and (E) there neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect to the Servicer or the Borrowerresulted; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral, the Conduit Lender, the Secured Parties or the Agent, (B) the Loan Documents for such portion of the Transferred Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain pro rata sharing, any other aspect intercreditor and, if applicable, subordination, provisions substantially the same as those contained in the form of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party intercreditor and subordination agreement attached hereto as Exhibit U and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed to the Collateral Agent Trustee on behalf of the Secured Parties and delivered to the Collateral Custodian;Trustee; and (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, Conduit Lender and the Collateral Agent or the Collateral CustodianHedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such a Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions, in whole or in part, in connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Trustee on behalf of the BorrowerSecured Parties in, to and under the Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and such Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.16(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, Trustee on behalf of the Secured Parties, Parties and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Trustee at the written direction of the Secured Parties shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, as are necessary and appropriate to release the Lien of the Trustee on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any BDCA, as its sole member, certain Loan Assets that were sold by the Transferor Seller to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined re-determined 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 Effect with respect 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 Lien Release Dividend, not Solvent(1) insolvent, (2) with insufficient funds to pay its obligations as and when they become due or (3) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative AgentAgent with a copy to each Lender; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided so long as no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, (x) not Solvent, (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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, ; provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) and a current Loan Tape to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days Days’ prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which each such consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, ; provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the LendersLender, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest Interest or PIK Accreted Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the LendersLender, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, including without limitation, limitation Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the LendersLender, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided so long as no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days Days’ prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I H hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, (x) not Solvent, (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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, ; provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) and a current Loan Tape to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Equityholder and the Equityholder may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Equityholder and by the Equityholder to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent Trustee and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent Trustee and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent Note Purchaser consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative AgentNote Purchaser; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but that, if the Administrative Agent Note Purchaser shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent Note Purchaser 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent, with a copy to the Trustee and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the LendersNote Purchaser, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent Trustee and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the LendersNote Purchaser, the Collateral Agent Trustee or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the LendersNote Purchaser, the Collateral Agent Trustee and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentTrustee, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement anything to the contrary, contrary herein; provided no Event of Default has occurred and is continuing and no Unmatured Event of Default existsexists and is continuing, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the BorrowerLoan, or portions thereof thereof, to the Equityholder (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Equityholder 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 requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred O (a “Notice and Request for ConsentConsent to Lien Release Dividend”), and the Administrative Agent shall have delivered to the Borrower prior written consent, which consent shall be given in the sole and absolute reasonable discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but that, if the Administrative Agent shall not have responded to the Notice and Request for Consent to Lien Release Dividend by 11:00 a.m. on the day that is one 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections Section 4.01, Section 4.02 and Section 4.03 hereof shall continue to be correct in all material respectsrespects as if made on such date, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, 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 the same in its sole discretion and (B) obtained all corporate or similar authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, ; provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan AssetLoan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Loans pursuant to such Lien Release Dividend; and (x) The Subject to Section 12.07, the Borrower and the Servicer (on behalf of the Borrower) shall hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Equityholder and the Equityholder may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Equityholder and by the Equityholder to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent Trustee and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent Trustee and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), and the 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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On The proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent, with a copy to the Trustee and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent Trustee and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, each Hedge Counterparty, the Collateral Agent Trustee or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Hedge Breakage Costs and Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Trustee and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentTrustee, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Equityholder and the Equityholder may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Equityholder and by the Equityholder to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent Trustee and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent Trustee and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), and the 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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent, with a copy to the Trustee and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent Trustee and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, each Hedge Counterparty, the Collateral Agent Trustee or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Hedge Breakage Costs and Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Trustee and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentTrustee, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC Coverage Test will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions: (i) Except as set forth in clause (ix), as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Deal Agent and the Collateral Custodian, at least five two Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Deal Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 shall only be in connection with a Permitted Transfer; provided, that, with respect to any Lien Release Dividend Daterelating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof, no more than four Lien Release Dividends the requirements set forth in clause (ix) shall have been made during apply in addition to all of the 12-month period immediately preceding the proposed Lien Release Dividend Dateother provisions of this Section 2.17; (iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.01, 4.02 4.1 and 4.03 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 Transferred Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) the Concentration Limits will be redetermined as of the Lien Release Dividend Date, (E) neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have resulted, (F) the amount of all Advances Outstanding in Alternative Currencies shall not exceed the Alternative Currency Sub-Limit, (G) no claim shall have has been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents, (EH) there shall have been no Material Adverse Effect with respect Change as to the Servicer or the Borrower, and (I) the Weighted Average Life of the Transferred Loans included in the Collateral (weighted based on Outstanding Loan Balances) will not exceed eight years; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Deal Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Transferred Loan Asset remaining as a part of the Collateral, any other Collateral, the Lenders, the Deal Agent or the other Secured Parties, (B) the Loan Documents for such portion of the Transferred Loan remaining as a part of the Collateral Portfoliohave been amended to contain customary pro rata sharing, any other aspect of the Collateral Portfoliointercreditor and, the Lendersif applicable, the Administrative Agent or any other Secured Party subordination provisions and (BC) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Deal Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Deal Agent; (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Deal Agent, the Lenders, the Collateral Agent or the Collateral CustodianLenders and any Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend and the termination of any Hedge Transactions that may be required to be terminated, in whole or in part, in connection therewith and, with respect to Transferred Loans denominated in an Alternative Currency, instructions regarding which Alternative Rate contracts will be terminated in respect of such Lien Release Dividend; and (xix) The Any Lien Release Dividend relating to a Permitted Transfer of the type set forth in clause (b) of the definition of Permitted Transfer shall be subject to the following additional conditions: (A) the Borrower and the Servicer Originator shall have given the Deal Agent and each Lender at least five Business Days’ prior written notice requesting that the Lenders consent to the effectuation of a Lien Release Dividend for such a Permitted Transfer, in the form of Exhibit R hereto (a “Notice and Request for Consent”); (B) the Deal Agent shall have received executed responses to the Notice and Request for Consent indicating that the Required Lenders have consented to the requested Permitted Transfer no later than one Business Day prior to the Lien Release Dividend Date requested by the Borrower and the Originator, which consent shall be given in the sole and absolute discretion of each Lender; (C) if a Lender shall not have responded to the Notice and Request for Consent by 11:00 A.M. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, such Lender shall be deemed not to have given its consent; (D) on any Lien Release Dividend Date no more than four Lien Release Dividends for such Permitted Transfers shall have been made during the 12 month period immediately preceding the proposed Lien Release Dividend Date; and (E) with respect to any Lien Release Dividend relating to such a Permitted Transfer, the sum of the Outstanding Loan Balances of all Transferred Loans which were Defaulted Loans, Charged-Off Loans or Loans subject to a Warranty Event which were (x) included in Lien Release Dividends for all such Permitted Transfers or (y) replaced by the Borrower pursuant to Section 2.19, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date for such Permitted Transfer, does not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during such 12-month period. (b) In connection with the Lien Release Dividend, there shall be sold and assigned to the Borrower, without recourse, representation or warranty, all of the right, title and interest of the Deal Agent, on behalf of the BorrowerSecured Parties, in, to and under the Transferred Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Transferred Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) and such Transferred Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Transferred Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.17(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Deal Agent and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Deal Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Deal Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Default, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets Originator a portion of those Loans that were sold by the Transferor contributed to the BorrowerBorrower from the Originator, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor Originator to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianTrustee): (i) The Borrower and the Transferor Originator shall have given the Administrative AgentAgent and each Purchaser, with a copy to the Collateral Agent Trustee and the Collateral CustodianBackup Servicer, at least five Business Days prior written notice requesting that the Administrative Agent Purchasers consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I O hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agenteach Purchaser; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but that, if the Administrative Agent a Purchaser shall not have responded to the Notice and Request for Consent by 11:00 a.m. A.M. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent such Purchaser shall be deemed not to have given its consent; (ii) On 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) with respect to any Lien Release Dividend, the sum of the Outstanding Loan Balances of all Loans which were Delinquent Loans, Charged-Off Loans or Loans subject to a Warranty Event which were (x) included in all Lien Release Dividends or (y) replaced by the Borrower pursuant to Section 2.18, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date, does not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during such 12-month period; (iv) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default the Advances Outstanding shall existnot exceed the Maximum Availability, (B) the representations and warranties contained in Sections 4.01, 4.02 4.1 and 4.03 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 Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) neither an Unmatured Termination Event, a Termination Event nor a Servicer Default shall have resulted, (E) no claim shall have has been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents, (EF) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (G) the Weighted Average Life of the Loans included in the Collateral (weighted based on Outstanding Loan Balances) will not exceed six years; (ivv) 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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (vvi) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Trustee and the Backup Servicer, 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 Lien Release Dividend; (vivii) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the LendersPurchasers, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Administrative Agent and delivered to the Collateral CustodianTrustee; (viiviii) Each Loan AssetLoan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Loan Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viiiix) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ixx) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the LendersPurchasers, the Collateral Agent or Trustee, the Collateral CustodianBackup Servicer and any Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions that may be required to be terminated, in whole or in part, in connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Trustee, on behalf of the BorrowerSecured Parties, in, to and under the Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) and such Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.21(a) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Trustee and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Administrative Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Trustee, on behalf of the Secured Parties, shall, at the request of the Administrative Agent and the expense of the Borrower (1) execute such instruments of release with respect to the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) 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 Trustee on behalf of the Secured Parties on the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default or Facility Amortization Event has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the BorrowerLoan, or portions thereof thereof, to the Equityholder (each, a “Lien Release Dividend”), subject to the restrictions set forth in clauses (d)(i) and (ii) above and the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Equityholder 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 requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I O hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for ConsentConsent to Lien Release Dividend”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default Default, Facility Amortization Event or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 hereof in the Management Agreement shall continue to be correct in all material respectscorrect, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Datesuch 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 Effect with respect to the Servicer on any Borrower Advisor 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, 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 the same in its sole discretion and (B) obtained all corporate or similar authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan AssetUnless waived by the Administrative Agent in its sole discretion, each Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the demonstrating no Borrowing Base Deficiency after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Loans pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Coverage Tests will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with the Coverage Tests will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (1) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement anything to the contrarycontrary herein (but subject to clause (ii) of the proviso to the first sentence of Section 2.07(e)), provided no Event of Default has occurred and is continuing and no Unmatured Event of Default existsexists and is continuing, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor or otherwise distribute any Loan Assets that were sold by the Transferor to the BorrowerCollateral Asset, or portions thereof thereof, to the Equityholder (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):, (i) The Borrower and the Transferor Equityholder 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 requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto N (a “Notice and Request for Consent to Lien Release Dividend”), and the Borrower shall have received the consent of the Administrative Agent thereto (which consent may be granted in its sole discretion); (ii) Simultaneously with the delivery of the Notice and Request for Consent to Lien Release Dividend, the Borrower shall contain have delivered to the Administrative Agent, the Collateral Agent and the Collateral Custodian (A) a list specifying all Loan Collateral Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor pursuant to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed such Lien Release Dividend Date, the Administrative Agent shall be deemed not and (B) a Borrowing Base Certificate and a Collateral Asset Tape giving pro forma effect to have given its consent; such Lien Release Dividend; (iiiii) On any Lien Release Dividend Date, no more than four three Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; ; (iiiiv) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall existhave occurred and be continuing or result therefrom, (B) the representations and warranties contained of the Borrower, the Collateral Manager and the Equityholder set forth in Sections 4.01, 4.02 the Transaction Documents shall be true and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier respects (other than any representation or warranty that is made only as of a specific date in which case such representation or warranty shall be true and correct in all material respects as of such specific date), (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio Quality Tests and Concentration Limitations are satisfied (or if not satisfied, maintained or improved) after the giving effect to such Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, and (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents; (E) there shall have been no Material Adverse Effect with respect to the Servicer or the Borrower; (ivv) 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being transferred pursuant to such Lien Release Dividend, (A) such transfer shall not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Equityholder and the Equityholder may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Equityholder and by the Equityholder to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent Trustee and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent Trustee and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), and the 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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On The proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect material adverse change as to the Servicer or the Borrower;; USActive 52762757.1552762757.22 60 (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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent, with a copy to the Trustee and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent Trustee and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, each Hedge Counterparty, the Collateral Agent Trustee or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Hedge Breakage Costs and Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Trustee and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentTrustee, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a the “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five two (2) Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Transferred Loans or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall existthe Advances Outstanding do not exceed the Availability, (B) the representations and warranties contained in Sections 4.01subsections 3.2 (j), 4.02 3.2 (k), 3.2 (l), and 4.03 3.2 (n), and Section 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 Transferred Loan Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents and Lien Release Dividend Date, (E) there the Diversity Score of the Aggregate Outstanding Loan Balance shall be greater than or equal to the Required Diversity Score, (F) neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect to the Servicer or the Borrowerresulted; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral, the Conduit Lender, the Secured Parties or the Agent, (B) the Loan Documents for such portion of the Transferred Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain pro rata sharing, any other aspect of the Collateral Portfoliointercreditor and, the Lendersif applicable, the Administrative Agent or any other Secured Party subordination, provisions and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, Conduit Lender and the Collateral Agent or the Collateral CustodianHedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such a Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions, in whole or in part, in connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Agent, on behalf of the BorrowerSecured Parties, in, to and under the Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and such Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of subsection 2.17(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian Secured Parties in connection with any Lien Release Dividend (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 Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Agent on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is neither an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsnor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Loans or portions thereof to the Originator (each, a “the "Lien Release Dividend”"), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i1) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Deal Agent and the Collateral Custodian, at least five two (2) Business Days Days' prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effecuate a Lien Release Dividend, in unless such notice is waived or reduced by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred Deal Agent; (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed 2) Any Lien Release Dividend Date, the Administrative Agent shall only be deemed not to have given its consentin connection with a Permitted Securitization Transaction; (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; (iii3) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Loans or portions thereof on the Lien Release Dividend Date, (A) no the Advances Outstanding do not exceed the Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall existBase, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 SECTION 4.1 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 Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents Lien Release Dividend Date, and (E) there neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect to the Servicer or the Borrowerresulted; (iv4) 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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v5) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Deal Agent a list specifying all Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend;; and (vi6) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral, the Lenders, the Secured Parties or the Deal Agent, (B) the Loan Documents for such portion of the Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain pro rata sharing, any other aspect intercreditor and, if applicable, subordination, provisions substantially the same as those contained in the form of intercreditor and subordination agreement provided to and reviewed by the Collateral PortfolioDeal Agent and is attached as EXHIBIT U to the Loan Funding Agreement, the Lenders, the Administrative Agent or any other Secured Party and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed to the Collateral Deal Agent and delivered to the Collateral Custodian;. (viib) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to In connection with the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) , there shall be sold and assigned to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to Borrower, without recourse, representation or warranty, all of the sum right, title and interest of all amounts due and owing to the Administrative Deal Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the BorrowerSecured Parties, in, to and under the Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and such Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of clause (a)(3) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Deal Agent and the Collateral Custodian Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Deal Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Deal Agent, on behalf of the Secured Parities, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on behalf of the Secured Parties on the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral)." (j) SECTION 3.2 of the Agreement is hereby amended as follows: (1) SECTION 3.2 (h) is hereby amended by deleting the word "and" at the end thereof;

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such Lien Release Dividend Date, no more than four -133- Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; (iii) After after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Coverage Tests will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with the Coverage Tests will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral -134- Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such Lien Release Dividend Date, no more than four Lien USActive 54953942.1755479929.4-129- Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; (iii) After after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC Coverage Test will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such USActive 54953942.1755479929.4-130- Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any PIK Component of a Loan Assets that were sold by the Transferor to the BorrowerAsset, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that to the Administrative Agent consent to regarding the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consentof Lien Release Dividend”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have obtained delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all authorizations, consents and approvals required Loan Assets or portions thereof to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being be transferred pursuant to such Lien Release Dividend, each of which shall constitute a PIK Component; (vi) A portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (xviii) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets Asset in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing a Default or an Event of Default has occurred and no Unmatured Event of Default existsDefault, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator all or a portion of the Transferor to Collateral Debt Obligations in the Borrower, or portions thereof Collateral (each, a the “Lien Release Dividend”), subject to the following terms and conditions, as certified by : (i) the Borrower and the Transferor to shall have given the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five one Business Days Day’s prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of unless such notice is waived by the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After after giving effect to the Lien Release Dividend and the transfer to the Originator of the applicable Collateral Debt Obligations or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof Section 4.1 shall continue to be correct in all material respectstrue and correct, except to the extent relating to an earlier date, date and (CB) the eligibility neither a Default nor Event of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim Default 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 Effect with respect to the Servicer or the Borrowerresulted; (iv) Such such Lien Release Dividend must be in compliance with Applicable Law and may not (Ai) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (Bii) leave the Borrower, immediately after giving effect to the Lien Release Dividend, (x) not Solvent, (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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent a list specifying all Collateral Debt Obligations or portions thereof to be transferred pursuant to such Lien Release Dividend and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being Collateral Debt Obligation may be transferred pursuant to such a Lien Release Dividend, ; provided that (A) such transfer shall does not have an adverse effect on the portion of the Collateral Debt Obligation remaining as a part of the Collateral, any other Related Property or the Secured Parties, (B) the Collateral Debt Obligation File for such Loan Asset portion of the Collateral Debt Obligation remaining as a part of the Collateral Portfoliohas been amended to contain customary pro rata sharing, any other aspect of intercreditor and, if applicable, subordination provisions, to the Collateral Portfolioextent such provisions were not previously included therein, the Lenders, the Administrative Agent or any other Secured Party and (BC) other than in the case of a Noteless Collateral Debt Obligation, a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset Collateral Debt Obligation remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed in blank or to the Collateral Administrative Agent on behalf of the Secured Parties and delivered to the Collateral Custodian;; and (vii) Each Loan Asseton the related Lien Release Dividend Date, the Collateral Custodian, on behalf of the Administrative Agent, shall have received into the Collection Account, in immediately available funds, an amount equal to (A) the Repurchase Price of the Collateral Debt Obligations, or portion portions thereof, as applicable, shall be transferred at a value equal subject to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend, plus (B) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Lenders, Collateral Custodian and the Collateral Agent or the Collateral CustodianIndemnified Parties, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect and to accrue to the Loan Assets next Payment Date, in each case, to the extent attributable to the Collateral to be transferred by the Borrower pursuant to such Lien Release Dividend and incurred in this Section 2.10. (b) In connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower , there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Administrative Agent on behalf of the BorrowerSecured Parties in, to and under the Collateral Debt Obligations or portions thereof so transferred (together with, in the case of the transfer of the Collateral Debt Obligations but not portions thereof, any Related Property) and such Collateral Debt Obligations or portions thereof so transferred (together with, in the case of the transfer of the but not portions thereof, any Related Property) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.10(a)(vii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Custodian and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, Administrative Agent on behalf of the Secured Parties, Parties and any other party having an interest in the Loan Assets Collateral Debt Obligations in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Collateral Custodian at the written direction of the Administrative Agent shall, upon all conditions precedent to such Lien Release Dividend having been met, and at the expense of the Borrower (A) execute such instruments of release with respect to the Collateral Debt Obligations or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Collateral Debt Obligations, any Related Property, and in the case of a portion of a Collateral Debt Obligations, the Related Property with respect to such portion), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (B) deliver any Collateral Debt Obligations or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Collateral Debt Obligations, any Related Property, and in the case of a portion of a Collateral Debt Obligation, the Related Property with respect to such portion) in its possession to the Borrower and (C) otherwise, at and in accordance with the written direction of the Borrower (to the extent not inconsistent with the aforementioned direction of the Secured Parties) take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent on behalf of the Secured Parties on the Collateral Debt Obligations or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Collateral Debt Obligations or portions thereof, any Related Property) and release and deliver to the Borrower such Collateral Debt Obligations or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Collateral Debt Obligations, any Related Property, and in the case of a portion of a Collateral Debt Obligation, the Related Property with respect to such portion).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions: (i) Except as set forth in clause (ix), as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Deal Agent and the Collateral Custodian, at least five two Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Deal Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 shall only be in connection with a Permitted Transfer; provided, that, with respect to any Lien Release Dividend Daterelating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof, no more than four Lien Release Dividends the requirements set forth in clause (ix) shall have been made during apply in addition to all of the 12-month period immediately preceding the proposed Lien Release Dividend Dateother provisions of this Section 2.17; (iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.01, 4.02 4.1 and 4.03 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 Transferred Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) the Concentration Limits will be redetermined as of the Lien Release Dividend Date, (E) neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have resulted, (F) the amount of all Advances Outstanding in Alternative Currencies shall not exceed the aggregate Alternative Currency Sub-Limits, (G) no claim shall have has been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents, (EH) there shall have been no Material Adverse Effect with respect Change as to the Servicer or the Borrower, and (I) the Weighted Average Life of the Transferred Loans included in the Collateral (weighted based on Outstanding Loan Balances) will not exceed eight years; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Deal Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Transferred Loan Asset remaining as a part of the Collateral, any other Collateral, the Lenders, the Deal Agent or the other Secured Parties, (B) the Loan Documents for such portion of the Transferred Loan remaining as a part of the Collateral Portfoliohave been amended to contain customary pro rata sharing, any other aspect of the Collateral Portfoliointercreditor and, the Lendersif applicable, the Administrative Agent or any other Secured Party subordination provisions and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Deal Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Deal Agent; (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Deal Agent, the Lenders, the Collateral Agent or the Collateral CustodianLenders and any Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release DividendDividend and the termination of any Hedge Transactions, in whole or in part, on connection therewith; and (xix) The Any Lien Release Dividend relating to a Permitted Transfer of the type set forth in clause (b) of the definition of Permitted Transfer shall be subject to the following additional conditions: (A) the Borrower and the Servicer Originator shall have given the Deal Agent and each Lender at least five Business Days’ prior written notice requesting that the Lenders consent to the effectuation of a Lien Release Dividend for such a Permitted Transfer, in the form of Exhibit R hereto (a “Notice and Request for Consent”); (B) the Deal Agent shall have received executed responses to the Notice and Request for Consent indicating that the Required Lenders have consented to the requested Permitted Transfer no later than one Business Day prior to the Lien Release Dividend Date requested by the Borrower and the Originator, which consent shall be given in the sole and absolute discretion of each Lender; (C) if a Lender shall not have responded to the Notice and Request for Consent by 11:00 A.M. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, such Lender shall be deemed not to have given its consent; (D) on any Lien Release Dividend Date no more than four Lien Release Dividends for such Permitted Transfers shall have been made during the 12 month period immediately preceding the proposed Lien Release Dividend Date; and (E) with respect to any Lien Release Dividend relating to such a Permitted Transfer, the sum of the Outstanding Loan Balances of all Transferred Loans which were Defaulted Loans, Charged-Off Loans or Loans subject to a Warranty Event which were (x) included in Lien Release Dividends for all such Permitted Transfers or (y) replaced by the Borrower pursuant to Section 2.19, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date for such Permitted Transfer, does not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during such 12-month period. (b) In connection with the Lien Release Dividend, there shall be sold and assigned to the Borrower, without recourse, representation or warranty, all of the right, title and interest of the Deal Agent, on behalf of the BorrowerSecured Parties, in, to and under the Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and such Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.17(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Deal Agent and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Deal Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Deal Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default or Collateral Control Event has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the BorrowerLoan, or portions thereof thereof, to the Equityholder (each, a “Lien Release Dividend”), subject to the restriction set forth in clause (d)(i) above and the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Equityholder 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 requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I Q hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for ConsentConsent to Lien Release Dividend”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default Default, Collateral Control Event or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.01 and 4.02 and 4.03 hereof in the Management Agreement shall continue to be correct in all material respectscorrect, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Datesuch 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 Effect with respect to the Servicer on any Borrower Advisor 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, 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 the same in its sole discretion and (B) obtained all corporate or similar authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan AssetUnless waived by the Administrative Agent in its sole discretion, each Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Loans pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Deal Agent and the Collateral Custodian, at least five two Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Deal Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Transferred Loans or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.013.2(i), 4.02 3.2(k), 3.2(l), and 4.03 3.2(n), and Section 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 Transferred Loan Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents Lien Release Dividend Date, and (E) there neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect to the Servicer or the Borrowerresulted; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Deal Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral, the Lenders, the Deal Agent or the other Secured Parties, (B) the Loan Documents for such portion of the Transferred Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain pro rata sharing, any other aspect intercreditor and, if applicable, subordination provisions substantially the same as those contained in the form of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party intercreditor and subordination agreement attached hereto as Exhibit U and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed to the Collateral Deal Agent and delivered to the Collateral Custodian;; and (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Deal Agent;; and (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Deal Agent, the Lenders, the Collateral Agent or the Collateral CustodianLenders and any Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such a Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions, in whole or in part, on connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Deal Agent, on behalf of the BorrowerSecured Parties, in, to and under the Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and such Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.17(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Deal Agent and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Deal Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Deal Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;; USActive 54953942.17 -120- (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC Coverage Test will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any a portion of those Loan Assets that were sold by the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days Days’ prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which each such consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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) No selection procedures adverse to the interests of the Administrative Agent or the Lenders were utilized by the Borrower in the selection of those Loan Assets that will be subject to the proposed Lien Release Dividend; (iv) (iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being transferred pursuant to such Lien Release Dividend, (A) such transfer shall not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAdministrator): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAdministrator, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; provided that any representations of the Borrower, the Investment Advisor and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) without regard to the materiality standard set forth in this clause (B), (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer Investment Advisor or the Borrower, and (F) the Minimum OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC Coverage Test will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer Investment Advisor (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Default, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets Originator a portion of those Loans that were sold by the Transferor contributed to the BorrowerBorrower from the Originator, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor Originator to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianTrustee): (i) The Borrower and the Transferor Originator shall have given the Administrative AgentAgent and each Purchaser, with a copy to the Collateral Agent Trustee and the Collateral CustodianBackup Servicer, at least five Business Days prior written notice requesting that the Administrative Agent Purchasers consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I O hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agenteach Purchaser; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but that, if the Administrative Agent a Purchaser shall not have responded to the Notice and Request for Consent by 11:00 a.m. A.M. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent such Purchaser shall be deemed not to have given its consent; (ii) On 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) with respect to any Lien Release Dividend, the sum of the Outstanding Loan Balances of all Loans which were Delinquent Loans, Charged-Off Loans or Loans subject to a Warranty Event which were (x) included in all Lien Release Dividends or (y) replaced by the Borrower pursuant to Section 2.18, in each case during the 12-month period immediately preceding the proposed Lien Release Dividend Date, does not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during such 12-month period; (iv) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.01, 4.02 4.1 and 4.03 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 Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) the Concentration Limits will be redetermined as of the Lien Release Dividend Date, (E) neither an Unmatured Termination Event, a Termination Event nor a Servicer Default shall have resulted, (F) no claim shall have has been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents, (EG) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (H) the Weighted Average Life of the Loans included in the Collateral (weighted based on Outstanding Loan Balances) will not exceed six years; (ivv) 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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (vvi) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Trustee and the Backup Servicer, 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 Lien Release Dividend; (vivii) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the LendersPurchasers, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Administrative Agent and delivered to the Collateral CustodianTrustee; (viiviii) Each Loan AssetLoan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Loan Balance thereof, exclusive of any accrued and unpaid interest or PIK Accreted Interest thereon; (viiiix) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ixx) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the LendersPurchasers, the Collateral Agent or Trustee, the Collateral CustodianBackup Servicer and any Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions that may be required to be terminated, in whole or in part, in connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Trustee, on behalf of the BorrowerSecured Parties, in, to and under the Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) and such Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.21(a) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent Trustee and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Administrative Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Trustee, on behalf of the Secured Parties, shall, at the request of the Administrative Agent and the expense of the Borrower (1) execute such instruments of release with respect to the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) 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 Trustee on behalf of the Secured Parties on the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral).” (j) Exhibit C of the Sale and Servicing Agreement is hereby amended and restated in its entirety with the Exhibit C attached hereto as Schedule I. (k) Exhibit O, attached hereto as Schedule II, is hereby incorporated into the Sale and Servicing Agreement.

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any BDCA, as its sole member, certain Loan Assets that were sold by the Transferor Seller to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined re-determined 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 Effect with respect 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 Lien Release Dividend, not Solvent(1) insolvent, (2) with insufficient funds to pay its obligations as and when they become due or (3) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative AgentAgent with a copy to each Lender; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and Borrower, or the Servicer (on behalf of the Borrower) ), shall pay the reasonable and reasonably documented outside legal attorneys’ fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to The Borrower and the contraryOriginator hereby notify the Purchasers of, provided no Event of Default has occurred and no Unmatured Event of Default existsthe Purchasers hereby consent to, on a Lien Release Dividend Dateas set forth in the Sale and Servicing Agreement, as modified hereby, on the Borrower may dividend to the Transferor any Loan Assets that were sold by the Transferor to the Borrower, Loans or portions thereof (each, a “Lien Release Dividend”), subject that have been provided to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent Trustee and the Collateral CustodianBackup Servicer, at least five Business Days prior written notice requesting that as of the date hereof and of which the Administrative Agent consent to Agent, the effectuation Trustee and the Backup Servicer acknowledge receipt (together with, in the case of a transfer of the Loans but not portions thereof, any related Collateral), and that such Lien Release Dividend be made on September 9, 2008 (the “Lien Release Dividend Date”), following the execution of this Amendment. Except as set forth in this Section 2, the Administrative Agent, the Purchasers, the Trustee and the Backup Servicer hereby waive any further notice requirements with respect to such Lien Release Dividend. The Borrower and the Originator represent and warrant, in the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion as of the Administrative Agent; provided that effective date of this Amendment and as of the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed requested Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent;as follows: (i) No Unmatured Termination Event, Termination Event or Servicer Default is continuing. (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, (A1) no Borrowing Base Deficiency, Event of Default Availability will be greater than or Unmatured Event of Default shall existequal to $0, (B2) the representations and warranties contained in Sections 4.014.1 and 4.2 of the Sale and Servicing Agreement, 4.02 and 4.03 hereof as modified hereby, shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C3) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Dateneither an Unmatured Termination Event, a Termination Event nor a Servicer Default shall have resulted, (D4) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents Documents, (6) the Weighted Average Life of the Loans included in the Collateral (weighted based on Outstanding Loan Balances) will not exceed six years, and (E7) there shall have been no Material Adverse Effect with respect 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 requested Lien Release Dividend, not Solvent; (v) On or prior to no more than four Lien Release Dividends shall have occurred within the 12 month period ending on the Lien Release Dividend Date, the Borrower shall have obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being transferred pursuant to such . In conjunction with this Lien Release Dividend, (A) such transfer shall not have an adverse effect on the portion Borrower has provided to the Administrative Agent, of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, which the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have been executedhereby acknowledges receipt, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (Certificate, including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Loans or portions thereof (each, a the “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Deal Agent and the Collateral Custodian, at least five two (2) Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Deal Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Loans or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall existthe Advances Outstanding do not exceed the Availability, (B) the representations and warranties contained in Sections 4.01, 4.02 Section 4.1 and 4.03 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 Transferred Loan Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents Lien Release Dividend Date, and (E) there neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect to the Servicer or the Borrowerresulted; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Deal Agent a list specifying all Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal gent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral, the Investors, the Secured Parties or the Deal Agent, (B) the Loan Documents for such portion of the Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain pro rata sharing, any other aspect of the Collateral Portfoliointercreditor and, the Lendersif applicable, the Administrative Agent or any other Secured Party subordination, provisions and (BC) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed to the Collateral Deal Agent and delivered to the Collateral Custodian;; and (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Deal Agent;. (ixb) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in In connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower , there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Deal Agent, on behalf of the BorrowerSecured Parties, in, to and under the Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and such Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of subsection 2.17(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Deal Agent and the Collateral Custodian Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Deal Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Deal Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on behalf of the Secured Parties on the Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Loans but not portions thereof, any related Collateral).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a the “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian):: (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five two (2) Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 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 Dateonly be in connection with a Permitted Securitization Transaction; (iii) After giving effect to the Lien Release Dividend and the transfer to the Originator of the Transferred Loans or portions thereof on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.013.2 (k), 4.02 3.2 (l), 3.2 (m), and 4.03 3.2 (o), and Section 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 Transferred Loan Asset remaining as part of the Collateral Portfolio 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 Concentration Limits will be redetermined as of the Required Loan Documents Lien Release Dividend Date and (E) there neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have been no Material Adverse Effect with respect to the Servicer or the Borrowerresulted; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of the Loan remaining as a part of the Collateral, any other Collateral, the Secured Parties or the Agent, (B) the Loan Documents for such portion of the Transferred Loan Asset remaining as a part of the Collateral Portfoliohave been amended to contain pro rata sharing, any other aspect intercreditor and, if applicable, subordination, provisions substantially the same as those contained in the form of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party intercreditor and subordination agreement attached hereto as Exhibit U and (BC) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executedexecuted by the Obligor, and the original thereof has been endorsed to the Collateral Agent Trustee on behalf of the Secured Parties and delivered to the Collateral Custodian;Trustee; and (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent;; and (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, Lenders and the Collateral Agent or the Collateral CustodianHedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such a Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend; andDividend and the termination of any Hedge Transactions, in whole or in part, in connection therewith. (xb) The Borrower In connection with the Lien Release Dividend, there shall be sold and assigned to the Servicer (Borrower, without recourse, representation or warranty, all of the right, title and interest of the Trustee on behalf of the BorrowerSecured Parties in, to and under the Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and such Transferred Loans or portions thereof so transferred (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.16(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, Trustee on behalf of the Secured Parties, Parties and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Trustee at the written direction of the Secured Parties shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, as are necessary and appropriate to release the Lien of the Trustee on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any BDCA, as its sole member, certain Loan Assets that were sold by the Transferor Seller to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined re-determined 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 Effect with respect 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 Lien Release Dividend, not Solvent(1) insolvent, (2) with insufficient funds to pay its obligations as and when they become due or (3) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage TestTests will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OCthe Coverage TestTests will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement anything to the contrarycontrary herein (but subject to clause (ii) of the proviso to the first sentence of Section 2.07(e)), provided no Event of Default has occurred and is continuing and no Unmatured Event of Default existsexists and is continuing, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor or otherwise distribute any Loan Assets that were sold by the Transferor to the BorrowerCollateral Asset, or portions thereof thereof, to the Equityholder (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Equityholder 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 requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I hereto N (a “Notice and Request for Consent to Lien Release Dividend”), and the Borrower shall have received the consent of the Administrative Agent thereto (which consent may be granted in its sole discretion); (ii) Simultaneously with the delivery of the Notice and Request for Consent to Lien Release Dividend, the Borrower shall contain have delivered to the Administrative Agent, the Collateral Agent and the Collateral Custodian (A) a list specifying all Loan Collateral Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor pursuant to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed such Lien Release Dividend Date, the Administrative Agent shall be deemed not and (B) a Borrowing Base Certificate and a Collateral Asset Tape giving pro forma effect to have given its consent; such Lien Release Dividend; (iiiii) On any Lien Release Dividend Date, no more than four three Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date; ; (iiiiv) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall existhave occurred and be continuing or result therefrom, (B) the representations and warranties contained of the Borrower, the Collateral Manager and the Equityholder set forth in Sections 4.01, 4.02 the Transaction Documents shall be true and 4.03 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier respects (other than any representation or warranty that is made only as of a specific date in which case such representation or warranty shall be true and correct in all material respects as of such specific date), (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio Quality Tests and Concentration Limitations are satisfied (or if not satisfied, maintained or improved) after the giving effect to such Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, and (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents; (E) there shall have been no Material Adverse Effect with respect to the Servicer or the Borrower; (ivv) 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 Lien Release Dividend, not Solvent; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being transferred pursuant to such Lien Release Dividend, (A) such transfer shall not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).USActive 60058040.860058040.11 -77-

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Collateral Loan Assets that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Collateral Loan Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Minimum OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Minimum OC Coverage Test will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (1) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole -135- discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Collateral Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Collateral Loan Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Assetnoteless Collateral Loan) for the portion of the Collateral Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asseteach Collateral Loan, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets Collateral Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Collateral Loans pursuant to such Lien Release Dividend; and (x) The the Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral AgentCollateral, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Collateral Loans in connection with such Lien Release Dividend).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Unmatured Termination Event, a Termination Event of Default has occurred and no Unmatured Event of Default existsor a Servicer Termination Event, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any Loan Assets that were sold by Originator a portion of the Transferor to the Borrower, Transferred Loans or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions: (i) Except as set forth in clause (ix), as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor Originator shall have given the Administrative Agent, with a copy to the Collateral Deal Agent and the Collateral Custodian, at least five two Business Days Days’ prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Deal Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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 shall only be in connection with a Permitted Transfer; provided, that, with respect to any Lien Release Dividend Daterelating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof, no more than four Lien Release Dividends the requirements set forth in clause (ix) shall have been made during apply in addition to all of the 12-month period immediately preceding the proposed Lien Release Dividend Dateother provisions of this Section 2.17; (iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (B) the representations and warranties contained in Sections 4.01, 4.02 4.1 and 4.03 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 Transferred Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) the Concentration Limits will be redetermined as of the Lien Release Dividend Date, (E) neither an Unmatured Termination Event, a Termination Event nor a Servicer Termination Event shall have resulted, (F) the amount of all Advances Outstanding in Alternative Currencies shall not exceed the Alternative Currency Sub-Limit, (G) no claim shall have has been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and Documents, (EH) there shall have been no Material Adverse Effect with respect Change as to the Servicer or the Borrower, and (I) the Weighted Average Life of the Transferred Loans included in the Collateral (weighted based on Outstanding Loan Balances) will not exceed eight yearswill not exceed the greater of (a) seven years or (b) the Weighted Average Life as of the most recently reported Measurement Date; (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 Lien Release Dividend, not Solvent(i) insolvent, (ii) with insufficient funds to pay its obligations as and when they become due or (iii) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Deal Agent a list specifying all Transferred Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Transferred Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Transferred Loan Asset remaining as a part of the Collateral, any other Collateral, the Lenders, the Deal Agent or the other Secured Parties, (B) the Loan Documents for such portion of the Transferred Loan remaining as a part of the Collateral Portfoliohave been amended to contain customary pro rata sharing, any other aspect of the Collateral Portfoliointercreditor and, the Lendersif applicable, the Administrative Agent or any other Secured Party subordination provisions and (BC) a new promissory note (other than with respect to a Noteless Loan AssetLoan) for the portion of the Transferred Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Deal Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Deal Agent; (ixviii) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Deal Agent, the Lenders, the Collateral Agent or the Collateral CustodianLenders and any Hedge Counterparty, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage FeesCosts and Hedge Breakage Costs) with respect to the Loan Assets Transferred Loans to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets Transferred Loans pursuant to such Lien Release Dividend and the termination of any Hedge Transactions that may be required to be terminated, in whole or in part, in connection therewith and, with respect to Transferred Loans denominated in an Alternative Currency, instructions regarding which Alternative Rate contracts will be terminated in respect of such Lien Release Dividend; and (xix) The Any Lien Release Dividend relating to a Permitted Transfer of the type set forth in clause (b) of the definition of Permitted Transfer shall be subject to the following additional conditions: (A) the Borrower and the Servicer Originator shall have given the Deal Agent and each Lender at least five Business Days’ prior written notice requesting that the Lenders consent to the effectuation of a Lien Release Dividend for such a Permitted Transfer, in the form of Exhibit R hereto (a “Notice and Request for Consent”); (B) the Deal Agent shall have received executed responses to the Notice and Request for Consent indicating that the Required Lenders have consented to the requested Permitted Transfer no later than one Business Day prior to the Lien Release Dividend Date requested by the Borrower and the Originator, which consent shall be given in the sole and absolute discretion of each Lender; (C) if a Lender shall not have responded to the Notice and Request for Consent by 11:00 A.M. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, such Lender shall be deemed not to have given its consent; (D) on any Lien Release Dividend Date no more than four Lien Release Dividends for such Permitted Transfers shall have been made during the 12 month period immediately preceding the proposed Lien Release Dividend Date; and[Reserved]; and (E) with respect to any Lien Release Dividend relating to such a Permitted Transfer, the sum of the Outstanding Loan Balances of all Transferred Loans whichthat were Defaulted Loans, Charged-Off Loans or Loans subject to a Warranty Event which were (x) included in Lien Release Dividends for all such Permitted Transfers or (y) replaced by the Borrower pursuant to Section 2.19, in each case during the 12- month period immediately preceding the proposed Lien Release Dividend Date for such Permitted Transfer, does not exceed 10% of the highest Aggregate Outstanding Loan Balance of any month during such 12-month period.; provided, that, such sum shall be deemed to be equal to 0% as of the Sixth Amendment Effective Date. (b) In connection with the Lien Release Dividend, there shall be sold and assigned to the Borrower, without recourse, representation or warranty, all of the right, title and interest of the Deal Agent, on behalf of the BorrowerSecured Parties, in, to and under the Transferred Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Transferred Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) and such Transferred Loans or portions thereof so transferred (together with any related Collateral (provided that in the case of a transfer of a portion of a Transferred Loan, a pro rata interest in the Related Property and other related Collateral shall be released)) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.17(a)(iii) above). (c) The Borrower hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Deal Agent and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Deal Agent, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets Transferred Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Deal Agent, on behalf of the Secured Parties, shall, at the expense of the Borrower (1) execute such instruments of release with respect to the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral), in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (2) deliver any portion of the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) in its possession to the Borrower and (3) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Deal Agent on behalf of the Secured Parties on the Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral) and release and deliver to the Borrower such Transferred Loans or portions thereof to be transferred to the Borrower (together with, in the case of the transfer of the Transferred Loans but not portions thereof, any related Collateral).

Lien Release Dividend. (a) Notwithstanding any provision contained in this Agreement to the contrary, provided no there is not then existing an Event of Default, Default has occurred and no Unmatured Event of Default existsor a Servicer Default, on a Lien Release Dividend Date, the Borrower Issuer may dividend to GCC, GCC V or GCC VI all or a portion of the Transferor any Loans in the Loan Assets that were sold by Pool (the Transferor to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by : (A) the Borrower Issuer and the Transferor to Originator shall have given the Administrative Deal Agent (with a copy to the Collateral Agent and the Collateral Custodian): (iIndenture Trustee) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five one Business Days Day’s prior written notice requesting that the Administrative Agent consent of their intent to the effectuation of effectuate a Lien Release Dividend, in unless such notice is waived by the form of Exhibit I hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Deal Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (iiB) 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 Dateonly be in connection with a Permitted Securitization Transaction; (iiiC) After after giving effect to the Lien Release Dividend and the transfer to the Originator of the applicable Loans or portions thereof on the Lien Release Dividend Date, (Ai) no Borrowing Base Deficiency, Event of Default the Availability is greater than or Unmatured Event of Default shall existequal to $0, (Bii) the representations and warranties contained in Sections 4.013.01, 4.02 3.03 and 4.03 hereof 3.04 shall continue to be true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which shall be true and correct in all respects), except to the extent relating to an earlier date, (Ciii) neither a Default nor Event of Default shall have resulted; and (iv) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio Weighted Average Spread Test shall be satisfied after giving effect to the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, Dividend; (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 Effect with respect to the Servicer or the Borrower; (iv) Such such Lien Release Dividend must be in compliance with Applicable Law and may not (Ai) be made with the intent to hinder, delay or defraud any creditor of the Borrower Issuer or (Bii) leave the BorrowerIssuer, immediately after giving effect to the Lien Release Dividend, not Solvent(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; (vE) On on or prior to the Lien Release Dividend Date, the Borrower Issuer shall have (i) delivered to the Deal Agent (with a copy to the Indenture Trustee) a list specifying all Loans or portions thereof to be transferred pursuant to such Lien Release Dividend and the Deal Agent shall have approved same in its sole discretion and (ii) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (viF) If a portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, ; provided that (Ai) such transfer shall does not have an adverse effect on the portion of such the Loan Asset remaining as a part of the Collateral PortfolioLoan Pool, any other aspect Underlying Collateral or the Secured Parties, (ii) the Loan Files for such portion of the Collateral PortfolioLoan remaining as a part of the Loan Pool have been amended to contain customary pro rata sharing, the Lendersintercreditor and, the Administrative Agent or any other Secured Party if applicable, subordination, provisions and (Biii) other than in the case of a Noteless Loan, a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have Loan Pool has been executedexecuted by the Obligor, and the original thereof has been endorsed in blank or to the Collateral Agent Indenture Trustee on behalf of the Secured Parties and delivered to the Collateral CustodianIndenture Trustee; (viiG) Each Loan Asset, or portion thereof, as applicable, the Issuer shall be transferred at a value equal deliver to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; Deal Agent (viiiwith a copy to the Indenture Trustee) The Borrower shall deliver (i) a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) and (ii) at any time after the Rule 3a-7 Compliance Date, a Portfolio Acquisition and Disposition Requirements Certificate certifying that the Portfolio Acquisition and Disposition Requirements are satisfied with respect to such Lien Release Dividend; and (H) on the related Lien Release Dividend Date, the Indenture Trustee, on behalf of the Secured Parties, shall have received into the Collection Account, in immediately available funds, an amount equal to the Administrative Agent; sum of (ixi) The Borrower shall have paid an amount sufficient to reduce the Advances outstanding such that, after giving effect to the sale of the Loan Assets to be sold by the Issuer pursuant to this Section 2.08, the Availability will be equal to or greater than zero, plus (ii) an amount equal to all unpaid Interest Amounts to the extent reasonably determined by the Deal Agent to be attributable to that portion of the Advances outstanding to be reduced or repaid in full connection with the Lien Release Dividend plus (iii) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Deal Agent, the Lenders, Indenture Trustee and the Collateral Agent or the Collateral CustodianIndemnified Parties, as applicable, (including, without limitation, Hedge Breakage Costs) under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (includingand to accrue to the next Payment Date, without limitationin each case, Breakage Fees) with respect to the extent attributable to the Loan Assets to be transferred by the Issuer pursuant to this Section 2.08; provided that the Deal Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Issuer on the Discretionary Sale Date is sufficient to satisfy the requirements in clauses (i) through (iii) of this clause (H) and is sufficient to reduce the Advances outstanding such Lien Release Dividend and incurred in that the Availability shall be equal to or greater than zero. (b) In connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower , there shall be sold and assigned to the Servicer (Issuer, without recourse, representation or warranty, all of the right, title and interest of the Indenture Trustee on behalf of the BorrowerSecured Parties in, to and under the Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Underlying Collateral) and such Loans or portions thereof so transferred (together with, in the case of the transfer of the Loans but not portions thereof, any related Underlying Collateral) shall be released from the Lien of this Agreement (subject to the requirements of Section 2.08(a)(H) above). (c) The Issuer hereby agrees to pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Deal Agent, the Lenders, the Collateral Agent Indenture Trustee and the Collateral Custodian other Secured Parties in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, Indenture Trustee on behalf of the Secured Parties, Parties and any other party having an interest in the Loan Assets Loans in connection with such Lien Release Dividend). (d) In connection with any Lien Release Dividend, on the related Lien Release Dividend Date, the Indenture Trustee at the written direction of the Secured Parties shall, at the expense of the Issuer (1) execute such instruments of release with respect to the Loans or portions thereof to be transferred to the Issuer (together with, in the case of the transfer of the Loans, any related Underlying Collateral, and in the case of a portion of a Loan, the related Underlying Collateral with respect to such portion), in recordable form if necessary, in favor of the Issuer as the Issuer may reasonably request, (2) deliver any Loans or portions thereof to be transferred to the Issuer (together with, in the case of the transfer of the Loans, any related Underlying Collateral, and in the case of a portion of a Loan, the related Underlying Collateral with respect to such portion) in its possession to the Issuer and (3) otherwise, at and in accordance with the written direction of the Issuer (to the extent not inconsistent with the aforementioned direction of the Deal Agent) take such actions, as are necessary and appropriate to release the Lien of the Indenture Trustee on behalf of the Secured Parties on the Loans or portions thereof to be transferred to the Issuer (together with, in the case of the transfer of the Loans or portions thereof, any related Underlying Collateral) and release and deliver to the Issuer such Loans or portions thereof to be transferred to the Issuer (together with, in the case of the transfer of the Loans, any related Underlying Collateral, and in the case of a portion of a Loan, the related Underlying Collateral with respect to such portion).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any BDCA, as its sole member, certain Loan Assets that were sold by the Transferor Seller to the Borrower, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that the Administrative Agent consent to the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consent”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined re-determined 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 Effect with respect 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 Lien Release Dividend, not Solvent(1) insolvent, (2) with insufficient funds to pay its obligations as and when they become due or (3) with inadequate capital for its present and anticipated business and transactions; (v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a A portion of a Loan Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and Borrower, or the Servicer (on behalf of the Borrower) ), shall pay the reasonable and reasonably documented outside legal attorneys’ fees and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Transferor any PIK Component of a Loan Assets that were sold by the Transferor to the BorrowerAsset, or portions thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Administrative Agent (with a copy to the Collateral Agent and the Collateral Custodian): (i) The Borrower and the Transferor shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, at least five Business Days prior written notice requesting that to the Administrative Agent consent to regarding the effectuation of a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (a “Notice and Request for Consentof Lien Release Dividend”), which consent shall be given in the sole and absolute discretion of the Administrative Agent; provided that the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 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, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 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 Asset remaining as part of the Collateral Portfolio 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 Effect with respect 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 Lien Release Dividend, not Solvent(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 Lien Release Dividend Date, the Borrower shall have obtained delivered to the Administrative Agent, with a copy to the Collateral Agent and the Collateral Custodian, a list specifying all authorizations, consents and approvals required Loan Assets or portions thereof to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Asset is being be transferred pursuant to such Lien Release Dividend, each of which shall constitute a PIK Component; (vi) A portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Lenders, the Lender Agents, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereon; (viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).

Lien Release Dividend. Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and is continuing and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend distribute to the Transferor Equityholder any Loan Assets Collateral Asset that were was sold by the Transferor Equityholder to the Borrower, or portions any portion thereof (each, a “Lien Release Dividend”), subject to the following terms and conditions, as the satisfaction of which shall have been certified by the Borrower and the Transferor Equityholder to the Administrative Agent (with a copy to the Collateral Agent and the Collateral CustodianAgent): (i) The the Borrower and the Transferor Equityholder shall have given the Administrative Agent, with a copy to the Collateral Agent and the Collateral CustodianAgent, at least five Business Days prior written notice requesting that the Administrative Agent consent of its intent to the effectuation of effect a Lien Release Dividend, in the form of Exhibit I J hereto and which shall contain a list specifying all Loan Assets or portions thereof to be transferred (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 the Administrative Agent will endeavor to promptly respond to the Notice and Request for Consent but 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 Business Day prior to the proposed Lien Release Dividend Date, the Administrative Agent shall be deemed not to have given its consent; (ii) On the proposed Lien Release Dividend Date shall take place during the Reinvestment Period and on any such 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 after giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 4.01 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date; provided that any representations of the Borrower, the Servicer and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) without regard to the materiality standard set forth in this clause (B), (C) the eligibility of any Loan Collateral Asset remaining as part of the Collateral Portfolio 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 Related Documents, (E) there shall have been no Material Adverse Effect with respect material adverse change as to the Servicer or the Borrower, and (F) the Distribution OC Coverage Test will be satisfied (or, if not satisfied immediately prior to such Lien Release Dividend, compliance with such Distribution OC Coverage Test will be maintained or improved); (iv) Such 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 Lien Release Dividend, not Solvent(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 on or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Administrative Agent, with a copy to the Collateral Agent, a list specifying all Collateral Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Administrative Agent shall have approved the same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend; (vi) If a portion of a Loan Collateral Asset is being may be transferred pursuant to such a Lien Release Dividend, Dividend provided that (A) such transfer shall does not have an adverse effect on the portion of such Loan Collateral Asset remaining as a part of the Collateral PortfolioCollateral, any other aspect of the Collateral PortfolioCollateral, the Lenders, the Administrative Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan noteless Collateral Asset) for the portion of the Loan Collateral Asset remaining as a part of the Collateral Portfolio shall have has been executed, and the original thereof has been endorsed to the Collateral Agent and delivered to the Collateral Custodian; (vii) Each Loan each Collateral Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Principal Balance thereof, exclusive of any accrued and unpaid interest or PIK Interest thereoninterest; (viii) The the Borrower shall deliver a Borrowing Base Certificate Calculation Statement (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Administrative Agent; (ix) The the Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Administrative Agent, the Lenders, the Collateral Agent or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Facility Documents, if any, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Collateral Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Collateral Assets pursuant to such Lien Release Dividend; and (x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable and reasonably documented outside legal fees and expenses of the Administrative Agent, the Lenders, the Collateral Agent and the Collateral Custodian in connection with any Lien Release Dividend (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 Loan Assets in connection with such Lien Release Dividend).