Common use of Optional Preservation of Collateral Clause in Contracts

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interestprincipal, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note AgentManager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c). The Trustee shall not have any liability for any failure or delay in enforcing rights or remedies at the direction of, or on behalf of, the Valuation Agent as a result of this clause (d).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing If the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after Series have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of Holders of 66 2/3% of the Majority Noteholders at any time during which Aggregate Principal Amount of the Trustee retains Notes of the affected Series shall, elect to retain the Series Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 securing the Notes intact for the benefit of the Holders of the Notes and this Section 5.5 in such event it shall in deposit all respects be subject funds received with respect to the application of Section 12.1(c) Series Collateral into the Collection Account for such Series and any direction or instruction of apply such funds in accordance with the Valuation Agent thereunder (including, if so directedpayment priorities set forth in the respective Series Supplements, as to the manner of sale of any Portfolio Assetif there had not been such an acceleration; provided that, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply have determined that the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such directions Series as and instructions when such principal and interest would have become due and payable pursuant to the terms of the Valuation Agent pursuant to Section 12.1(c) without regard to Series Supplement and of such Notes if there had not been a declaration of acceleration of maturity of the provisions of Section 5.5(a) aboveNotes. In the event of any conflicting notice or instruction delivered to Until the Trustee pursuant has elected, or has determined not to Section 12.1(c) and elect, to retain the Series Collateral pursuant to this Section 59.6, the notice or instruction delivered Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 12.1(c) 9.2, but no such rescission and annulment shall govern and the Trustee shall follow, and entitled extend to rely upon, such notice any subsequent or instruction delivered to the Trustee pursuant to Section 12.1(c)other default or Event of Default or impair any right consequent thereon.

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if If an Event of Default shall have occurred and be continuingcontinuing and an acceleration has occurred, the Trustee shall retain the Collateral securing the Notes intactCollateral, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes hereunder in accordance with the Priority of Payments and the provisions of Article 10 X, Article XI, Article XII and Article 12 unless eitherXIII unless: (i) the Trustee determines (A) based upon information provided to it by the Trustee, pursuant to Investment Manager in accordance with Section 5.5(c) or, if Cause has occurred under the Investment Management Agreement, a Majority of the Noteholders), determines and a Majority of the Noteholders agree with such determination, that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge pay in full the sum of: (1A) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in accrued interest with respect to all the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses)Outstanding Notes; and and (B) all items prior to payments on the Majority Noteholders agree with such determinationOutstanding Notes pursuant to Section 11.1(a)(D); or (ii) with respect to any Event of Default, a Majority of the Majority Noteholders Noteholders, subject to the terms and conditions set forth below, direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable lawlaw or if the Trustee is directed to liquidate the Collateral pursuant to Section 5.5(a)(ii). (c) In determining whether the condition conditions specified in Section 5.5(a)(i) existsare satisfied, the Trustee shall rely upon the bid prices obtained by the Investment Manager (or if Cause has occurred under the Investment Management Agreement, a Majority of the Noteholders) with respect to each security and debt obligation contained in the Collateral from two nationally recognized dealers(or in the event that there is only one market maker, then the Investment Manager (or a Majority of the Noteholders, as applicable) shall obtain a bid price from that market maker), as specified by the Investment Manager (or a Majority of the Noteholders, as applicable) in writing, at the time making a market in such securities and debt obligations and shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price lower of such bid prices (or if only one bid price is received, on the basis of such bid price) for each Portfolio Assetsuch security and debt obligation. In addition, for the purposes of in determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition conditions specified in Section 5.5(a)(i) existsare satisfied and to the terms of a bid and sale, the Trustee may retain and rely on an opinion or advice of an Independent investment banking firm of national reputation (the cost of which shall and their fees will be payable as an Administrative Expense). So long as the Investment Manager obtains bid prices from at least two nationally recognized dealers (unaffiliated with the Investment Manager or its affiliates) for any security or debt obligation contained in the Collateral Portfolio, the Investment Manager and its affiliates, subject to Section 12.3, will also be permitted to bid on such security or debt obligation and submit such bid to the Trustee. (d) The Trustee shall promptly deliver to the Holders of the Notes and the Collateral Investment Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made). The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and acceleration which is continuing and at the request of a Majority of the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event case of any conflicting notice or instruction delivered to each calculation made by the Trustee pursuant to Section 12.1(c) and pursuant to this Section 55.5(a)(i), the notice or instruction delivered Trustee shall, at the expense of the Issuer, obtain a letter of an Independent certified public accountant of national reputation confirming the mathematical accuracy of the computations of the Trustee and certifying their conformity to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c)requirements of this Indenture.

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision Notwithstanding anything to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this This Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above). In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding Notwithstanding any other provision provisions hereof to the contrary hereincontrary, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 11 and Article 12 unless either13 unless: (i) (A) the Trustee, Trustee or an Independent investment banking firm of national reputation engaged by the Trustee pursuant to the last paragraph of Section 5.5(c), 5.4(a) determines that the anticipated net proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to reimburse all Interest Advances and Reimbursement Interest thereon and to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interestNotes, unpaid Administrative Expenses, the Collateral Management Fee, unpaid Advancing Agent Fees, unreimbursed Cure Advances, and in the case of clauses (1) and (2), all other amounts that, pursuant expenses payable to the Priority Collateral Manager under the Collateral Management Agreement and any termination payment due under the Hedge Agreements as a result of Paymentssuch sale or liquidation and the consequent termination of the Hedge Agreements, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree Controlling Class agrees with such determination; or (ii) the Majority Noteholders Holders of at least 66 2/3% (by principal amount) of each Class of Notes direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer and each Hedge Counterparty with a copy to the Collateral Manager and to the Revolving Credit Note AgentCo-Issuer. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.4(a) or 5.5(a) shall be construed to require or permit the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable lawlaw or if the Trustee is directed to liquidate the Collateral by the required Holders pursuant to Section 5.5(a)(ii). (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee or an Independent investment banking firm of national reputation engaged by the Trustee pursuant to the last paragraph of Section 5.4(a) shall obtain bid prices with respect to each security contained in the Collateral from three nationally recognized dealers meeting the requirements for qualified bidders, as specified by the Collateral Manager in writing, at the time making a market in such securities and shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price lowest of such bid prices for each Portfolio Assetsuch security. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation market value of the Collateral Pledged Interests and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense)reputation. The Trustee shall promptly deliver to the Holders Noteholders, each Hedge Counterparty and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made). The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 60 days after an Event of Default and at the request of a Majority of the Majority Noteholders Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event case of any conflicting notice each calculation made by or instruction delivered to on behalf of the Trustee pursuant to Section 12.1(c) and pursuant to this Section 55.5(a)(i), the Trustee or the investment bank engaged on its behalf shall obtain a letter of an Independent certified public accountant confirming the accuracy of the computations of the Trustee and certifying their conformity to the requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Amount of the Notes of the Controlling Class have given any direction or notice or instruction delivered to the Trustee have agreed pursuant to Section 12.1(c) 5.5(a), any Person that owns or is a pledgee of the Outstanding Notes of the Controlling Class shall govern and the Trustee shall follow, and entitled to rely upon, be counted as a Holder of each such notice or instruction delivered to the Trustee pursuant to Section 12.1(c)Note for all purposes.

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to If the contrary herein, if Notes have been accelerated following an Event of Default shall and such acceleration and its consequences have occurred not been rescinded and be continuingannulled, to the extent permitted by law, the Trustee shall may, and at the request of Holders of 66 2/3% of the Aggregate Principal Amount of the Notes shall, elect to retain the Collateral securing the Notes intact, collect and cause intact for the collection benefit of the proceeds thereof Holders of the Notes and make the Swap Counterparty and in such event it shall deposit all funds received with respect to the Collateral into the Collection Account and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes such funds in accordance with the Priority of Payments and payment priorities set forth in this Agreement, as if there had not been such an acceleration; provided that, the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines Trustee shall have determined that the anticipated proceeds of a sale or liquidation of distributions and other amounts receivable with respect to the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be are sufficient to discharge in full (1) provide the Outstanding Class A-R Funded Amount funds required to pay the principal of and any other amounts interest on the Notes as and when such principal and interest would have become due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, payable pursuant to the Priority terms of Payments, are required to be paid prior to such payments on this Agreement and of such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation if there had not been a declaration of acceleration of maturity of the CollateralNotes. The Until the Trustee shall give written notice of the retention of has elected, or has determined not to elect, to retain the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists11.6, the Trustee shall compute continue to apply all distributions received on such Collateral in accordance with this Agreement. If the anticipated proceeds of sale or liquidation on Trustee determines to retain the basis Collateral as provided in this Section 11.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an aforementioned Event of Default and at the request of the Majority Noteholders at any time during which the Trustee retains the Collateral its consequences pursuant to Section 5.5(a)(i)11.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to If the contrary herein, if Notes have ------------------------------------ been accelerated following an Event of Default shall and such acceleration and its consequences have occurred not been rescinded and be continuingannulled, to the extent permitted by law, the Trustee shall retain the Collateral securing the Notes intactmay, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Majority Noteholders at any time during which Holders shall, elect to retain the Collateral securing the Notes intact for the benefit of the Holders of the Notes and in such event it shall deposit all funds received with respect to the Collateral in the Collection Account and apply such funds in accordance with the payment priorities set forth in Article VII of this Agreement, as if there had not been such an acceleration, provided that the Trustee retains shall have determined that the distributions and other amounts receivable with respect to such Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes as and when such principal and interest would have become due and payable pursuant to the terms hereof and of such Notes if there had not been a declaration of acceleration of maturity of the Notes. For purposes of clause (ii) or (iii) of the proviso to Section 12.5(a) and this Section 12.6, the Trustee may, but need not, obtain and rely upon an opinion of an independent accountant or an independent investment banking firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the distributions and other amounts receivable with respect to the Collateral to make the required payments of principal of and interest on the Notes, and any such opinion shall be conclusive evidence as to such feasibility or sufficiency. Until the Trustee has elected, or has determined not to elect, to retain the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including12.6, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply continue to apply all distributions received on such Collateral in accordance with Article VII of this Agreement. If the Trustee determines to retain the Collateral as provided in this Section 12.6, such directions determination shall be deemed to be a rescission and instructions annulment (but not a waiver) of the Valuation Agent aforementioned Event of Default and its consequences pursuant to Section 12.1(c) without regard 12.2 but no such rescission and annulment shall extend to the provisions any subsequent or other default or Event of Section 5.5(a) above. In the event of Default or impair any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c)right consequent thereon.

Optional Preservation of Collateral. (a) Subject to Notwithstanding Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein5.4, if an Event of Default shall have occurred and be continuing, the Trustee shall retain not liquidate or sell the Collateral securing (provided, however, that the Notes intactIssuer may continue to sell assets to the extent provided in Sections 12.1(b), (c), (d), (e), (f) and (g)), and the Trustee shall collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes hereunder in accordance with the Priority of Payments and the provisions of Article 10 X, Article XI, Article XII and Article 12 XIII unless the Notes have been accelerated and either: (i) (A) the Trustee, pursuant to Section 5.5(c), Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge pay in full the sum of (1A) the principal and accrued interest with respect to all the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Rated Notes, and (B)(1) all Administrative Expenses and (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to items senior in right of payment under the Priority of Payments, are required Liquidation Payments to be paid prior to such payments distributions on such the Subordinated Notes (including amounts due and owing as Administrative Expenses); and (B) a Majority of the Majority Noteholders agree Controlling Class agrees with such determination; or (ii) each of (A) a Majority of the Controlling Class and (B) a Majority Noteholders of each other Class of Rated Notes for which the Overcollateralization Ratio with respect to such Class is greater than 100.00% as of the most recent Measurement Date on or prior to the date of the direction, voting separately, direct the sale and or liquidation of the Collateral. (b) Regardless of whether the conditions set forth in Section 5.5(a)(i) or (ii) have been satisfied, (i) the Asset Manager may direct the Trustee to (and the Trustee shall) complete the acquisition of assets that are the subject of a binding commitment entered into by the Issuer prior to such Event of Default (including a commitment with respect to which the principal amount has not yet been allocated) and to accept any Offer or tender offer made to all holders of any Underlying Asset at a price equal to or greater than its par amount plus accrued interest, and (ii) the Issuer shall continue to hold funds on deposit in the Variable Funding Account to the extent required to meet the Issuer's obligations with respect to the Variable Funding Reserve Amount on any Revolving Credit Facility or Delayed-Draw Loan. The Trustee shall give written notice of the retention of its determination to liquidate or sell the Collateral to the Issuer with a copy to the Collateral Manager S&P and to the Revolving Credit Note AgentIssuer. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) determination may be rescinded made at any time when the conditions specified in clause (i) or (ii) exist. (bc) If either of the conditions set forth in Section 5.5(a) are satisfied, the Trustee shall sell the Collateral in accordance with Section 5.17. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable lawlaw or if the Trustee is directed to liquidate the Collateral pursuant to Section 5.5(a)(ii). (cd) In determining whether the condition specified in Section 5.5(a)(i) existsis satisfied, the Trustee, in consultation with the Asset Manager, shall obtain bid prices with respect to each Pledged Obligation from at least two nationally recognized dealers as specified by the Asset Manager in writing, that at the time makes a market in such Pledged Obligation (or if there is only one such dealer or market maker, or failing that, bidder, then the Trustee shall obtain a bid price from that dealer, market maker or bidder, or if there are no nationally recognized dealers, then the Trustee shall obtain quotes from a pricing source) and shall compute (in consultation with the Asset Manager) the anticipated proceeds of sale or liquidation on the basis of the Current Price lower of such bid prices for each Portfolio Assetsuch Pledged Obligation. In addition, for the purposes of in determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) existsis satisfied, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation reputation. (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(ie) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and only at the request of a Majority of the Majority Noteholders Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d5.5(a) Section 5.4 and this Section 5.5 shall in all respects the obligation to make any such determination will be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above6.3(c). In the event case of any conflicting notice or instruction delivered to each calculation made by the Trustee pursuant to Section 12.1(c) and pursuant to this Section 55.5(a)(i), the notice or instruction delivered Trustee shall obtain a report (an "Accountants' Report") of an Independent certified public accountant of national reputation re-computing the computations of the Trustee and certifying their conformity to the Trustee requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Amount of any of the Notes have given any direction or notice pursuant to Section 12.1(c) 5.5(a), a Holder of any Class of Notes that is also a Holder of any other Class of Notes shall govern and the be counted as a Holder of each such Class of Notes for all purposes. The Trustee shall follow, and entitled to rely upon, such notice or instruction delivered promptly deliver to the Trustee Holders of the Notes a report stating the results of any determination made pursuant to Section 12.1(c5.5(a)(i), which, for the avoidance of doubt, shall not include a copy of the Accountants' Report.

Optional Preservation of Collateral. (a) Subject to Notwithstanding Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein5.4, if an Event of Default shall have occurred and be continuing, the Collateral Trustee shall retain not liquidate or sell the Collateral securing (provided, however, that the Notes intactIssuer may continue to sell assets to the extent provided in Sections 12.1(b), (c), (d), (e), (f) and (g)), collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes hereunder in accordance with the Priority of Payments and the provisions of Article 10 X, Article XI, Article XII and Article 12 XIII unless the Debt has been accelerated and either: (i) (A) the Trustee, pursuant to Section 5.5(c), Collateral Trustee determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge pay in full the sum of (1A) the principal and accrued interest with respect to all the Outstanding Class A-R Funded Amount Rated Debt, and any other amounts due (B)(1) all Administrative Expenses and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to items senior in right of payment under the Priority of Payments, are required Liquidation Payments to be paid prior to such payments distributions on such the Subordinated Notes (including amounts due and owing as Administrative Expenses); and (B) a Majority of the Majority Noteholders agree Controlling Class agrees with such determination; or (ii) each of (A) a Majority of the Controlling Class and (B) a Majority Noteholders of each other Class of Rated Debt for which the Overcollateralization Ratio with respect to such Class is greater than 100.00% as of the most recent Measurement Date on or prior to the date of the direction, voting separately, direct the sale and or liquidation of the Collateral. (b) Regardless of whether the conditions set forth in Section 5.5(a)(i) or (ii) have been satisfied, (i) the Asset Manager may direct the Collateral Trustee to (and the Collateral Trustee shall) complete the acquisition of assets that are the subject of a binding commitment entered into by the Issuer prior to such Event of Default (including a commitment with respect to which the principal amount has not yet been allocated) and to accept any Offer or tender offer made to all holders of any Underlying Asset at a price equal to or greater than its par amount plus accrued interest, and (ii) the Issuer shall continue to hold funds on deposit in the Variable Funding Account to the extent required to meet the Issuer’s obligations with respect to the Variable Funding Reserve Amount on any Revolving Credit Facility or Delayed-Draw Loan. The Collateral Trustee shall give written notice of the retention of its determination to liquidate or sell the Collateral to the Issuer with a copy to the Collateral Manager S&P and to the Revolving Credit Note AgentIssuer. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) determination may be rescinded made at any time when the conditions specified in clause (i) or (ii) exist. (bc) If either of the conditions set forth in Section 5.5(a) are satisfied, the Collateral Trustee shall sell the Collateral in accordance with Section 5.17. Nothing contained in Section 5.5(a) shall be construed to require the Collateral Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Collateral Trustee to preserve the Collateral securing the Notes if prohibited by applicable lawlaw or if the Collateral Trustee is directed to liquidate the Collateral pursuant to Section 5.5(a)(ii). (cd) In determining whether the condition specified in Section 5.5(a)(i) existsis satisfied, the Collateral Trustee, in consultation with the Asset Manager, shall obtain bid prices with respect to each Pledged Obligation from at least two nationally recognized dealers as specified by the Asset Manager in writing, that at the time makes a market in such Pledged Obligation (or if there is only one such dealer or market maker, or failing that, bidder, then the Collateral Trustee shall obtain a bid price from that dealer, market maker or bidder, or if there are no nationally recognized dealers, then the Collateral Trustee shall obtain quotes from a pricing source) and shall compute (in consultation with the Asset Manager) the anticipated proceeds of sale or liquidation on the basis of the Current Price lower of such bid prices for each Portfolio Assetsuch Pledged Obligation. In addition, for the purposes of in determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) existsis satisfied, the Collateral Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation reputation. (the cost of which shall be payable as an Administrative Expense). e) The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and only at the request of a Majority of the Majority Noteholders Controlling Class at any time during which the Collateral Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d5.5(a) Section 5.4 and this Section 5.5 shall in all respects the obligation to make any such determination will be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above6.3(c). In the event case of any conflicting notice or instruction delivered to each calculation made by the Collateral Trustee pursuant to Section 12.1(c) and pursuant to this Section 55.5(a)(i), the notice or instruction delivered Collateral Trustee shall obtain a report (an “Accountants’ Report”) of an Independent certified public accountant of national reputation re-computing the computations of the Collateral Trustee and certifying their conformity to the Trustee requirements of this Indenture. In determining whether the Holders of the requisite Aggregate Outstanding Amount of any of the Debt has given any direction or notice pursuant to Section 12.1(c) 5.5(a), a Holder of any Class of Debt that is also a Holder of any other Class of Debt shall govern and the be counted as a Holder of each such Class of Debt for all purposes. The Collateral Trustee shall follow, and entitled to rely upon, such notice or instruction delivered promptly deliver to the Trustee Holders of the Debt a report stating the results of any determination made pursuant to Section 12.1(c5.5(a)(i), which, for the avoidance of doubt, shall not include a copy of the Accountants’ Report.

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to If the contrary herein, if Notes have been accelerated following an Event of Default shall and such acceleration and its consequences have occurred not been rescinded and be continuingannulled, to the extent permitted by law, the Trustee shall may, and at the request of Holders of 662/3% of the Aggregate Principal Amount of the Notes shall, elect to retain the Collateral securing the Notes intact, collect and cause intact for the collection benefit of the proceeds thereof Holders of the Notes and make the Swap Counterparty and in such event it shall deposit all funds received with respect to the Collateral into the Collection Account and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes such funds in accordance with the Priority of Payments and payment priorities set forth in this Indenture, as if there had not been such an acceleration; provided that, the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines Trustee shall have determined that the anticipated proceeds of a sale or liquidation of distributions and other amounts receivable with respect to the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be are sufficient to discharge in full (1) provide the Outstanding Class A-R Funded Amount funds required to pay the principal of and any other amounts interest on the Notes as and when such principal and interest would have become due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, payable pursuant to the Priority terms of Payments, are required to be paid prior to such payments on this Indenture and of such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation if there had not been a declaration of acceleration of maturity of the CollateralNotes. The Until the Trustee shall give written notice of the retention of has elected, or has determined not to elect, to retain the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists11.6, the Trustee shall compute continue to apply all distributions received on such Collateral in accordance with this Indenture. If the anticipated proceeds of sale or liquidation on Trustee determines to retain the basis Collateral as provided in this Section 11.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an aforementioned Event of Default and at the request of the Majority Noteholders at any time during which the Trustee retains the Collateral its consequences pursuant to Section 5.5(a)(i)11.2, but no such rescission and annulment shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision Notwithstanding anything to the contrary hereinin this Indenture (but subject to Sections 10.6, 12.1 and 12.3), if an Event of Default shall have occurred and be continuing (unless the Trustee has commenced remedies pursuant to Section 5.4), the Collateral Manager may continue to direct sales and other dispositions of Collateral Obligations in accordance with and to the extent permitted under the Indenture. Subject to the rights of the Collateral Manager described in the preceding sentence, if an Event of Default is continuing, the Trustee shall retain the Collateral securing the Notes intact, collect collect, and cause the collection of the proceeds thereof of the Collateral and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes Notes, in accordance with the Priority of Payments and the provisions of Article 10 10, Article 12 and Article 12 unless either13 unless: (i) (A) the Trustee, pursuant to Section 5.5(c), Trustee determines with the assistance of the Collateral Manager that the anticipated net proceeds of a sale or liquidation of the Collateral (which shall be deemed to equal (a) the amount of a bid-side quotation for the purchase of such Collateral Obligation from an Approved Pricing Service, (b) if a bid-side quotation cannot be obtained from an Approved Pricing Service, the average of the price quotations from an Approved Pricing Service for Collateral Obligations similarly rated or (c) if neither clause (a) nor (b) is applicable, another amount certified by the Collateral Manager) would (after deducting deduction of the reasonable expenses of such the sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Secured Notes for principal and interest, and in the case of clauses interest (1including any Periodic Rate Shortfall Amounts) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Secured Notes (including amounts any accrued and unpaid Administrative Expenses (without regard to the Administrative Expense Cap) and the Senior Management Fees due and owing as Administrative Expenses); payable to the Collateral Manager) and (B) a Majority of the Majority Noteholders agree Controlling Class agrees with such that determination; or; (ii) in the case of an Event of Default pursuant to Section 5.1(a) or (g), a Majority Noteholders direct of the Controlling Class directs, subject to the provisions of this Indenture, the sale and liquidation of the Collateral. The Trustee shall give written notice Collateral (without regard to whether another Event of the retention of the Collateral Default has occurred prior, contemporaneously or subsequent to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default); or (iii) in the case of an Event of Default is continuing, any such retention pursuant not referred to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. above, a Supermajority of each Class of Secured Notes (bvoting separately by Class) Nothing contained in Section 5.5(a) shall be construed directs, subject to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) provisions of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) existsthis Indenture, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or and liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination (without regard to whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an another Event of Default and at the request has occurred prior, contemporaneously or subsequent to such Event of the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(iDefault). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if If an Event of Default shall have occurred and be continuingcontinuing and an acceleration has occurred, the Trustee shall retain the Collateral securing the Notes intactCollateral, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes hereunder in accordance with the Priority of Payments and the provisions of Article 10 X, Article XI, Article XII and Article 12 unless eitherXIII unless: (i) the Trustee determines (A) based upon information provided to it by the Trustee, pursuant to Collateral Manager in accordance with Section 5.5(c) or, if Cause has occurred under the Collateral Management Agreement, a Majority of the Controlling Class), determines and a Majority of the Controlling Class agree with such determination, that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge pay in full the sum of: (1A) the principal and accrued interest with respect to all the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R A Notes, ; and (2B) the amounts then due (or, in the case of interest, accrued) and unpaid all items prior to payments on the Outstanding Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative ExpensesSection 11.1(a)(D); and (B) the Majority Noteholders agree with such determination; or (ii) a Majority of the Majority Noteholders Controlling Class, subject to the terms and conditions set forth below, direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable lawlaw or if the Trustee is directed to liquidate the Collateral pursuant to Section 5.5(a)(ii). (c) In determining whether the condition conditions specified in Section 5.5(a)(i) existsare satisfied, the Trustee shall rely upon the bid prices obtained by the Collateral Manager (or if Cause has occurred under the Collateral Management Agreement, a Majority of the Controlling Class) with respect to each security and debt obligation contained in the Collateral from two nationally recognized dealers(or in the event that there is only one market maker, then the Collateral Manager (or a Majority of the Controlling Class, as applicable) shall obtain a bid price from that market maker), as specified by the Collateral Manager (or a Majority of the Controlling Class, as applicable) in writing, at the time making a market in such securities and debt obligations and shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price lower of such bid prices (or if only one bid price is received, on the basis of such bid price) for each Portfolio Assetsuch security and debt obligation. In addition, for the purposes of in determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition conditions specified in Section 5.5(a)(i) existsare satisfied and to the terms of a bid and sale, the Trustee may retain and rely on an opinion or advice of an Independent investment banking firm of national reputation (the cost of which shall and their fees will be payable as an Administrative Expense). So long as the Collateral Manager obtains bid prices from at least two nationally recognized dealers (unaffiliated with the Collateral Manager or its affiliates) for any security or debt obligation contained in the Collateral Portfolio, the Collateral Manager and its affiliates, subject to Section 12.3, will also be permitted to bid on such security or debt obligation and submit such bid to the Trustee. (d) The Trustee shall promptly deliver to the Holders of the Class A Notes and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made). The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and acceleration which is continuing and at the request of a Majority of the Majority Noteholders Controlling Class at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event case of any conflicting notice or instruction delivered to each calculation made by the Trustee pursuant to Section 12.1(c) and pursuant to this Section 55.5(a)(i), the notice or instruction delivered Trustee shall, at the expense of the Issuer, obtain a letter of an Independent certified public accountant of national reputation confirming the mathematical accuracy of the computations of the Trustee and certifying their conformity to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c)requirements of this Indenture.

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if If an Event of Default shall have occurred and be continuingcontinuing and the Notes have been declared due and payable pursuant to, and in accordance with, Section 5.2(a), the Trustee shall retain the Collateral securing the Notes intactCollateral, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes hereunder in accordance with the Priority of Payments and the provisions of Article 10 X, Article XI, Article XII and Article 12 unless eitherXIII unless: (i) the Trustee determines (A) the Trustee, pursuant based upon information provided to it in accordance with Section 5.5(c)), determines and the Liquidation Agent agrees with such determination, that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge pay in full the sum of: (1A) the principal with respect to all the Outstanding Class Notes (provided that if the principal amount outstanding on all the Outstanding Notes is less than the sum of (x) the Repurchase Price (as defined in the Repurchase Agreement) plus (y) any Make-Whole Amounts (as defined in the Repurchase Agreement) then owed under the Repurchase Agreement, then this clause (A) shall refer to only the sum of the amounts in sub-R Funded Amount and any other clause (x) plus sub-clause (y) of this proviso); and (B) all items prior to payments on the Outstanding Notes pursuant to Section 11.1(a)(D), including all amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, payable pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative ExpensesSection 11.1(a)(D)(ii); and and (BC) the Majority Noteholders agree with such determination[reserved]; or (ii) with respect to any Event of Default, the Majority Noteholders Liquidation Agent, subject to the terms and conditions set forth below, direct (via the Trustee) the sale and liquidation of the Collateral. The , which sale and liquidation by the Trustee shall give written notice of the retention of the Collateral to the Issuer comply with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist5.4(a). (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable lawlaw or if the Trustee is directed to liquidate the Collateral pursuant to Section 5.5(a)(ii). (c) In determining whether the condition conditions specified in Section 5.5(a)(i) existsare satisfied, the Trustee shall (i) with respect to Liquid Assets, obtain, with the cooperation and assistance of the Liquidation Agent and the Investment Manager, bid prices with respect to each such Liquid Asset contained in the Collateral Portfolio from two nationally recognized dealers (as specified by the Liquidation Agent or the Investment Manager in writing) at the time making a market in such Collateral Obligations or similar assets and shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price lower of such bid prices for each such Portfolio Asset, and (ii) with respect to Illiquid Assets and MTC Eligible Assets (each as defined in the Margining Agreement), compute the anticipated proceeds of sale or liquidation on the basis of the Current Market Value for each such Collateral Obligation as determined by the Liquidation Agent. In addition, for the purposes of in determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition conditions specified in Section 5.5(a)(i) existsare satisfied and to the terms of a bid and sale, the Trustee may retain and rely on an opinion or advice of an Independent investment banking firm of national reputation (the cost of which shall and their fees will be payable as an Administrative Expense. With respect to Liquid Assets, so long as the Investment Manager obtains bid prices from at least two nationally recognized dealers (unaffiliated with the Investment Manager or its affiliates) for any security or debt obligation contained in the Collateral Portfolio, the Investment Manager and its Affiliates will also be permitted to bid on such security or debt obligation and submit such bid to the Trustee. With respect to Illiquid Assets and MTC Eligible Assets (each as defined in the Margining Agreement). , the Investment Manager or any of its Affiliates shall be permitted to bid on such security or debt obligation and submit such bid to the Trustee. (d) The Trustee shall promptly deliver to the Holders of the Notes, the Liquidation Agent and the Collateral Investment Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made). The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and acceleration which is continuing and at the request of a Majority of the Majority Noteholders or the Liquidation Agent at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event case of any conflicting notice or instruction delivered to each calculation made by the Trustee pursuant to Section 12.1(c) and pursuant to this Section 55.5(a)(i), the notice or instruction delivered Trustee shall, at the expense of the Issuer, obtain a letter of an Independent certified public accountant of national reputation confirming the mathematical accuracy of the computations of the Trustee and certifying their conformity to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c)requirements of this Indenture.

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interestany default interest that has accrued as a result of a failure to pay any principal when due, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Majority Noteholders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of any conflicting notice or instruction delivered to the Trustee pursuant to Section 12.1(c) and pursuant to this Section 5, the notice or instruction delivered to the Trustee pursuant to Section 12.1(c) shall govern and the Trustee shall follow, and entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision Notwithstanding anything to the contrary herein, but subject to Section 5.5(d), if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interestNotes, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); , and (B) the Majority Noteholders Holders agree with such determination; or (ii) the Majority Noteholders Holders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral Collateral, or of any direction received from the Majority Holders pursuant to Section 5.5(a)(ii) with respect to the sale and liquidation of the Collateral, to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note AgentManager. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall obtain, with the cooperation and assistance of the Liquidation Agent, bid prices with respect to each Portfolio Asset contained in the Collateral from two nationally recognized dealers (as specified by the Liquidation Agent in writing) at the time making a market in such Portfolio Assets or similar assets and shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price lower of such bid prices for each such Portfolio AssetAsset (as determined by the Liquidation Agent and notified to the Trustee). In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after an Event of Default and at the request of the Majority Noteholders Holders at any time during which the Trustee retains the Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 and this Section 5.5 5.5(a), (b) and (c) shall in all respects be subject to the application of Section 12.1(c) and any direction or instruction of the Valuation Liquidation Agent thereunder (including, if so directed, as to the manner of sale of any Portfolio Asset, notwithstanding Sections 5.4, 5.5 5.5(a), (b) and (c) and 5.17) and the Trustee shall comply with such directions and instructions of the Valuation Liquidation Agent pursuant to Section 12.1(c) without regard to the provisions of Section 5.5(a) above. In the event of that any conflicting notice or instruction delivered to by the Trustee Liquidation Agent pursuant to Section 12.1(c) and conflicts, or is otherwise inconsistent, with any notice or instruction provided by the Majority Holders pursuant to Section 5.4 or this Section 55.5, the notice or instruction delivered to by the Trustee Liquidation Agent pursuant to Section 12.1(c) shall govern and the Issuer and the Trustee shall follow, and shall be entitled to rely upon, such notice or instruction delivered to the Trustee pursuant to Section 12.1(c). The Trustee shall not have any liability for any failure or delay in enforcing rights or remedies at the direction of, or on behalf of, the Majority Holders as a result of this clause (d).

Optional Preservation of Collateral. (a) Subject to Section 5.5(d) and Section 12.1(c), but notwithstanding any other provision to the contrary herein, if an Event of Default shall have occurred and be continuing, the Trustee shall retain the Collateral securing If the Notes intact, collect and cause the collection of the proceeds thereof and make and apply all payments and deposits and maintain all accounts in respect of the Collateral and the Notes in accordance with the Priority of Payments and the provisions of Article 10 and Article 12 unless either: (i) (A) the Trustee, pursuant to Section 5.5(c), determines that the anticipated proceeds of a sale or liquidation of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full (1) the Outstanding Class A-R Funded Amount and any other amounts due and unpaid in respect of the Class A-R Notes, (2) the amounts then due (or, in the case of interest, accrued) and unpaid on the Class A Notes for principal and interest, and in the case of clauses (1) and (2), all other amounts that, pursuant to the Priority of Payments, are required to be paid prior to such payments on such Notes (including amounts due and owing as Administrative Expenses); and (B) the Majority Noteholders agree with such determination; or (ii) the Majority Noteholders direct the sale and liquidation of the Collateral. The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Collateral Manager and to the Revolving Credit Note Agent. So long as such Event of Default is continuing, any such retention pursuant to this Section 5.5(a) may be rescinded at any time when the conditions specified in clause (i) or (ii) exist. (b) Nothing contained in Section 5.5(a) shall be construed to require the Trustee to sell the Collateral securing the Notes if the conditions set forth in clause (i) or (ii) of Section 5.5(a) are not satisfied. Nothing contained in Section 5.5(a) shall be construed to require the Trustee to preserve the Collateral securing the Notes if prohibited by applicable law. (c) In determining whether the condition specified in Section 5.5(a)(i) exists, the Trustee shall compute the anticipated proceeds of sale or liquidation on the basis of the Current Price of each Portfolio Asset. In addition, for the purposes of determining issues relating to the execution of a sale or liquidation of the Collateral and the execution of a sale or other liquidation thereof in connection with a determination whether the condition specified in Section 5.5(a)(i) exists, the Trustee may retain and rely on an opinion of an Independent investment banking firm of national reputation (the cost of which shall be payable as an Administrative Expense). The Trustee shall deliver to the Holders and the Collateral Manager a report stating the results of any determination required pursuant to Section 5.5(a)(i) no later than 10 days after such determination is made. The Trustee shall make the determinations required by Section 5.5(a)(i) within 30 days after Series have been accelerated following an Event of Default and such acceleration and its consequences have not been rescinded and annulled, to the extent permitted by law, the Trustee may, and at the request of Holders of 66 2/3% of the Majority Noteholders at any time during which Aggregate Principal Amount of the Trustee retains Notes of the affected Series shall, elect to retain the Series Collateral pursuant to Section 5.5(a)(i). (d) Section 5.4 securing the Notes intact for the benefit of the Holders of the Notes and this Section 5.5 in such event it shall in deposit all respects be subject funds received with respect to the application of Section 12.1(c) Series Collateral into the Collection Account for such Series and any direction or instruction of apply such funds in accordance with the Valuation Agent thereunder (including, if so directedpayment priorities set forth in the respective Series Supplements, as to the manner of sale of any Portfolio Assetif there had not been such an acceleration; PROVIDED THAT, notwithstanding Sections 5.4, 5.5 and 5.17) and the Trustee shall comply have determined that the distributions and other amounts receivable with respect to the Series Collateral are sufficient to provide the funds required to pay the principal of and interest on the Notes of such directions Series as and instructions when such principal and interest would have become due and payable pursuant to the terms of the Valuation Agent pursuant to Section 12.1(c) without regard to Series Supplement and of such Notes if there had not been a declaration of acceleration of maturity of the provisions of Section 5.5(a) aboveNotes. In the event of any conflicting notice or instruction delivered to Until the Trustee pursuant has elected, or has determined not to Section 12.1(c) and elect, to retain the Series Collateral pursuant to this Section 59.6, the notice or instruction delivered Trustee shall continue to apply all distributions received on such Series Collateral in accordance with the respective Series Supplement. If the Trustee determines to retain the Series Collateral as provided in this Section 9.6, such determination shall be deemed to be a rescission and annulment (but not a waiver) of the aforementioned Event of Default and its consequences pursuant to Section 12.1(c) 9.2, but no such rescission and annulment shall govern and the Trustee shall follow, and entitled extend to rely upon, such notice any subsequent or instruction delivered to the Trustee pursuant to Section 12.1(c)other default or Event of Default or impair any right consequent thereon.