Common use of Optional Sales Clause in Contracts

Optional Sales. On any Optional Sale Date the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value of the Loan Assets being sold.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower immediately after giving effect to such Optional Sale (together with such other Optional Sales and other actions to be effected in connection with any cure of a Borrowing Base Deficiency in accordance with Section 8.1(e)): (A) reserved; (B) reserved; (C) the Borrowing Base is greater than or equal to the Loans outstanding and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; and (D) no Event of Default, Unmatured Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have given occurred and be continuing; provided that, no more than three (3) times in any twelve-month period, if an Unmatured Event of Default or Unmatured Collateral Manager Event of Default is continuing, the Agent Borrower may make an Optional Sale if, after giving effect to such Optional Sale, such event is cured (with a copy to although, for the Trustee and avoidance of doubt, such event shall be continuing for all purposes hereunder until the settlement date of such Optional Sale); provided, notwithstanding the above, that the Borrower may make (i) any Optional Sale of any Collateral Obligation that, in the Collateral CustodianManager’s reasonable judgment, has a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Collateral Obligation, if after giving effect to such Optional Sale, (a) at least 45 days’ prior written notice no Event of its intent Default is continuing and (b) the aggregate Principal Balance of all such Collateral Obligations sold pursuant to this proviso in any twelve-month period does not exceed 20% of the Aggregate Eligible Collateral Obligation Amount plus Principal Collections on deposit in the Principal Collection Account in effect on the date of such sale or (ii) any Optional Sale of any Collateral Obligation if (x) the sale price is equal to or greater than the acquisition price of such Collateral Obligation and (y) the proceeds from such Optional Sale are applied to reduce the Loans; (ii) any Optional Sale made to reduce the Loans outstanding to be less than the Borrowing Base or the Facility Amount (so long as, immediately following such Optional Sale and any repayment of the Loans, the Loans outstanding do not exceed either the Borrowing Base or the Facility Amount); (iii) any Optional Sale of a Collateral Obligation that has a Collateral Obligation Amount of zero; (iv) any Optional Sale of any portion of a Collateral Obligation constituting an Excess Concentration Amount; (v) any Optional Sale in connection with a Permitted Securitization Securitization; or a Permitted Refinancing(vi) any Optional Sale for which the Agent has provided consent; (ii) at least one (1) Business Day prior to the date of any Optional Sale, the Borrower shall cause the Collateral Manager to give the Agent, each Lender Agent and the Collateral Agent written notice of such Optional Sale, which notice shall have delivered identify the related Collateral subject to such optional sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed as of the date of such request and after giving effect to such Optional Sale, demonstrating compliance with clauses (a)(i)(A), (B) and (C) above and all other conditions set forth herein are satisfied and (y) a certificate of the Collateral Manager substantially in the form of Exhibit F-3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Collateral Manager, on behalf of the Borrower (A) in accordance with the Collateral Manager Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) if such Optional Sale is to an Affiliate of the Borrower or the Collateral Manager, the Agent has given its prior written consent (in its sole discretion) to such Optional Salewhich shall not be unreasonably withheld, unless such 45 days’ notice requirement is waived conditioned or reduced by the Agentdelayed); provided that no such consent will shall not be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset so long as of the date of the Optional Sale to the extent that the aggregate Outstanding Principal Balance of all Loan Assets Eligible Collateral Obligations sold without such consent pursuant to this proviso clause (taking into account the proposed saleiv) during the 12in any twelve-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance Aggregate Eligible Collateral Obligation Amount plus Principal Collections on deposit in the Principal Collection Account in effect on the date of any month during such 12-month period; (ii) Unless an sale and such Optional Sale is made at a price at least equal to be effected on (x) during the Revolving Period, the Collateral Obligation Amount of the Collateral Obligation being sold or (y) after the end of the Revolving Period, the outstanding principal amount of such Collateral Obligation (or at a Payment Date (in which case price that is less than the relevant calculations with respect outstanding principal amount of such Collateral Obligation but not less than the fair market value of such Collateral Obligation and the Borrower receives a contribution to capital from the Equityholder at least equal to the difference between such Optional Sale outstanding principal amount and such price and such amount shall be reflected deposited into the Principal Collection Account no later than five (5) Business Days before the related settlement date); and (v) on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction date of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result all proceeds from such Optional Sale; andSale will be sent directly into the Collection Account. (ivb) on the related In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available fundsthe Collateral Agent shall be deemed to release and transfer to the Borrower (or the purchaser thereof from the Borrower) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Agent, the proceeds Collateral Agent, the Collateral Custodian, each Lender Agent and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, which shall the Collateral Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release prepared by the Collateral Manager with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower, or the Collateral Manager on its behalf, may reasonably request.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date the Borrower Date, either Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsLoans, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Transaction (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower applicable Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysthree (3) Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted RefinancingTransaction, and the Administrative Agent shall have delivered to the Borrower such Seller its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement and/or consent requirement, as applicable, is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with a Permitted Securitization Transaction; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower applicable Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower applicable Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale on any Optional Sale Date, (a) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the ObligationsAdvances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser and the Affected Parties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs); provided, that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the applicable Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) of this Section 2.19(a) and is sufficient to reduce the Advances Outstanding to the extent requested by the applicable Seller in connection with the Optional Sale; (iiivi) no Event of Default has occurredOn or prior to each Optional Sale Date, or would result from such Optional Sale, the applicable Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from assigned pursuant to such Optional Sale; and (ivvii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the applicable Seller or Originator in the selection of Loans for inclusion in any Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (a)(v) above, the portion of the Collateral subject to the Optional Sale shall be released from the Lien of this Agreement (subject to the requirements of clause (a)(iv) above). (c) The applicable Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, in immediately available fundsshall, at the proceeds expense of the applicable Seller (i) execute such instruments of release with respect to the portion of the Collateral subject to the Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in recordable form if necessary, in favor of the Loan Assets being soldapplicable Seller as such Seller may reasonably request, (ii) deliver any portion of the Collateral subject to the Optional Sale to the applicable Seller in its possession to such Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral subject to the Optional Sale to the applicable Seller and release and deliver to such Seller such portion of the Collateral subject to the Optional Sale. (e) Upon the payment in full of Aggregate Unpaids (other than with respect to clause (i) of the definition thereof), the provisions set forth in this Section 2.19 (other than with respect to Section 2.19(a)(i)) shall no longer apply to any Optional Sale effected by either Seller, and either Seller shall be permitted to make any such Optional Sales.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay sell and assign all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (other than Eligible Treasury Securities) (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten (10) Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than in the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent event that the aggregate Outstanding Asset Balance of all Loan the Assets sold pursuant to this proviso (taking into account which are the subject of the proposed saleOptional Sale is less than $15,000,000, the Seller shall have given at least two Business Days’ prior written notice of its intent to effect such an Optional Sale; and provided further that the Seller may give less than ten (10) during Business Days’ prior written notice in connection with such an Optional Sale in connection with the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodFourth Amendment Effective Date; (ii) Any Optional Sale shall be in connection with a Permitted Transfer; provided that, with respect to any Optional Sale relating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof, the requirements set forth in clause (viii) shall apply in addition to all of the other provisions of this Section 2.19; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (c) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (d) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (e) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the ObligationsAdvances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) of this Section 2.19(a) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (iiivi) no Event of Default has occurredOn or prior to each Optional Sale Date, or would result from the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale; (vii) no selection procedure adverse to the interests of the Administrative Agent, and no Unmatured Event the Purchaser Agents or the Secured Parties was utilized by the Seller or Originator in the selection of Default or Borrowing Base Deficiency exists or would result from Assets for inclusion in any Optional Sale relating to such Optional SalePermitted Transfer; and (viii) Any Optional Sale relating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof shall be subject to the following additional conditions: (A) any such Optional Sale Date may only occur on or within five (5) Business Days after the following dates: (i) the Fourth Amendment Effective Date, (ii) July 31, 2008, (iii) October 31, 2008 and (iv) January 31, 2009; (B) the Administrative Agent shall have consented in writing to such Optional Sale and related Permitted Transfer prior to the Optional Sale Date requested by the Seller (such consent not to be unreasonably withheld); and (C) any Optional Sale relating to such Permitted Transfer may only involve otherwise Eligible Assets that exceed the specified limits set forth in clause (5) of the definition of Pool Concentration Criteria. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (a)(v) above, the portion of the Collateral subject to the Optional Sale shall be released from the Lien of this Agreement (subject to the requirements of clause (a)(iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, in immediately available fundsshall, at the proceeds expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral subject to the Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in recordable form if necessary, in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral subject to the Optional Sale to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral subject to the Optional Sale to the Seller and release and deliver to the Seller such portion of the Collateral subject to the Optional Sale.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay sell and assign all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten (10) Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (c) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (d) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (e) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the ObligationsAdvances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided, that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) of this Section 2.19(a) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (iiivi) no Event of Default has occurredOn or prior to each Optional Sale Date, or would result from such Optional Sale, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from assigned pursuant to such Optional Sale; and (ivvii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller or Originator in the selection of Assets for inclusion in any Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (a)(v) above, the portion of the Collateral subject to the Optional Sale shall be released from the Lien of this Agreement (subject to the requirements of clause (a)(iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, in immediately available fundsshall, at the proceeds expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral subject to the Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in recordable form if necessary, in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral subject to the Optional Sale to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral subject to the Optional Sale to the Seller and release and deliver to the Seller such portion of the Collateral subject to the Optional Sale.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten Business Days’ prior written notice (in the case of a Permitted Securitization) or five Business Days’ prior written notice (in the case of a Charged-Off Asset or Delinquent Asset) of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with (x) a Permitted Securitization Transaction or (y) the sale of a Charged-Off Asset or a Delinquent Asset; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the remaining Combined Advances Outstanding shall not exceed the Combined Commitment Amount, (c) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (d) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (e) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (f) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, on behalf of the Purchasers and Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the ObligationsAdvances Outstanding to be prepaid, plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Advances Outstanding, to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchasers, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Advances Outstanding, to the extent requested by the Seller in connection with the Optional Sale; (iiivi) no Event the sum of Default (a) the Outstanding Asset Balance of all Substitute Assets (other than in the case of substitutions pursuant to Section 4.6 undertaken because an Asset has occurred, or would result from such become a Warranty Asset) substituted for Delinquent Assets and Charged-Off Assets plus (b) the Outstanding Asset Balance of all Delinquent Assets and Charged-Off Assets (determined without regard to either of the provisos in the definition of Outstanding Asset Balance) that have been sold pursuant to an Optional Sale, and no Unmatured Event Sale shall not exceed 10% of Default or Borrowing Base Deficiency exists or would result from such Optional Salethe Facility Amount; and (vii) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Administrative Agent of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (iA) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (iiB) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee Collateral Agent and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iiiC) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and; (ivD) on the related Optional Sale Date, the Borrower shall have deposited into the Principal Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the sum of (x) the aggregate Adjusted Borrowing Value of the Loan Assets being sold.sold and (y) any expenses or fees incurred by the Administrative Agent or by the Lender in connection with such Optional Sale; (E) the prior written consent of the Administrative Agent (in its sole discretion) shall be required if: (i) at any time during the term of this Agreement, the proceeds of the sale of such Loan Asset will be less than the Adjusted Borrowing Value of such Loan Asset; or (ii) at any time from and after the end of the Reinvestment Period, the proceeds of the sale of such Loan Asset will be equal to or greater than the Adjusted Borrowing Value of such Loan Asset and:

Optional Sales. On any Optional Sale Date (a) Prior to the occurrence of an Event of Default, the Borrower shall have the right to prepay all or a portion of the Advances Outstanding Amount and any other Aggregate Unpaids in connection with the sale transfer, assignment and assignment release to the Borrower by the Borrower of all or a portion Trustee, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Asset Pool (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Deal Agent (with a copy to the Trustee Trustee, the Hedge Counterparty and the Collateral CustodianBackup Servicer) at least 45 days’ fifteen (15) days prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with the repayment of all Aggregate Unpaids and termination in whole of the Facility Amount pursuant to Section 2.5(a); (iii) Unless an the Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Deal Agent a certificate and evidence to the reasonable satisfaction of the Deal Agent (with a copy to the Trustee and the Collateral CustodianHedge Counterparty) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Asset Pool and any amount in the Collection Account to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional SaleAggregate Unpaids; and (iv) on On the related Optional Sale Date, the Borrower Deal Agent, the Lender, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have deposited into the Collection Accountreceived, as applicable, in immediately available funds, an amount equal to the proceeds Aggregate Unpaids due to each of them, respectively accrued to such date; provided that the Deal Agent and the Lender shall have the right to determine whether the amount paid (or proposed to be paid) by the Borrower on the Optional Sale Date is sufficient to satisfy the requirements of this clause (iv) and is sufficient to repay such Aggregate Unpaids in full in connection with the Optional Sale. (b) In connection with any Optional Sale contemporaneously with the receipt by the Trustee of the amounts referred to in clause (a)(iv) above for distribution to the parties entitled thereto, there shall be transferred, assigned and set-over to the Borrower without recourse, representation or warranty all of the right, title and interest of the Trustee for the benefit of the Secured Parties, in, to and under the Asset Pool and the Asset Pool shall be released from the Lien of this Agreement (subject to the requirements of clause (a)(iv) above). (c) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Deal Agent, the Trustee, the Hedge Counterparty, the Lender and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties, and any other party having an interest in the Asset Pool in connection with the Optional Sale). (d) In connection with the Optional Sale, which shall at least equal on the aggregate Adjusted Borrowing Value Optional Sale Date, the Trustee, on behalf of the Loan Secured Parties, shall, at the expense of the Borrower, (i) execute such instruments of release of the Asset Pool, in recordable form if necessary, in favor of the Borrower as the Borrower may reasonably request, (ii) deliver to the Borrower the Contract Files in its possession and (iii) otherwise take such actions as may be reasonably requested by the Borrower or Servicer, on the Borrower’s behalf, as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the Assets being soldto be released from the Lien of this Agreement and release the Asset Pool. (e) In connection with any Optional Sale, the Borrower shall pay the Prepayment Premium in accordance with the terms of the Fee Letter.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Minimum OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Minimum OC Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion (including, for the avoidance of doubt, pursuant to participation agreements or other agreements to effectuate assignments following an initial transfer of a participation interest or other portion of a Collateral Asset) of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Assets (each, an “Optional Sale”), subject to the following terms and conditions:conditions (provided that none of the following terms and conditions shall be applicable to the release of Collateral Assets in connection with a Securitization Take-Out): (i) The Borrower Unless otherwise consented to by the Administrative Agent (in its sole discretion), immediately after giving effect to such Optional Sale: (A) no Borrowing Base Deficiency exists or would occur as a result of such Optional Sale; (B) no Default, Event of Default, Unmatured Servicer Termination Event or Servicer Termination Event shall have given occurred and be continuing; (C) during the Agent immediately preceding twelve (12) month period, the Borrower will not have sold Collateral Assets (other than Warranty Collateral Assets) in Optional Sales with a copy an Aggregate Adjusted Principal Balance in excess of 30% of (x) during the first twelve months after the Closing Date, the Aggregate Commitments, and (y) thereafter, the Aggregate Adjusted Principal Balance as of the first day of such period, without the prior consent of the Administrative Agent, in its sole discretion; and (D) in the aggregate at all times after the Closing Date, the Borrower will not have sold Purchased Collateral Assets to the Trustee Seller or any Affiliate of such Seller (other than Warranty Collateral Assets) in Optional Sales with an Aggregate Adjusted Principal Balance in excess of 20% of the Net Purchased Loan Balance, without the prior consent of the Administrative Agent; (ii) at least two (2) Business Days prior to the date of any Optional Sale, the Servicer, on behalf of the Borrower, shall give the Administrative Agent and the Collateral Custodian) at least 45 days’ prior Administrator written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless which notice shall identify the related Collateral Assets subject to such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at and the expected proceeds from such Optional Sale and shall include (x) a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as Base Certificate and (y) a certificate of the date Servicer substantially in the form of Exhibit E-2 requesting the release of the related Collateral Asset File in connection with such Optional Sale, and such notice shall be deemed to constitute a certification that the conditions relating to such Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodhave been satisfied; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected made by the Servicer, on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction behalf of the Agent Borrower (which evidence may consist solely of a certificate from the ServicerA) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Salethe Servicing Standard, (B) reflecting arm’s-length market terms and (C) in a transaction in which the Borrower may use makes no representations, warranties or covenants and provides no indemnification for the Proceeds benefit of sales any other party (other than those which are customarily made or provided in connection with the sale of the Loan Assets to repay all or a portion assets of the Obligationssuch type); (iiiiv) no Event if such Optional Sale is (x) to an Affiliate of Default the Borrower or the Servicer or (y) at a price less than the Adjusted Principal Balance of such Collateral Asset, the Administrative Agent has occurred, or would result from given its prior written consent; and (v) on the date of such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result all proceeds from such Optional Sale; andSale will be deposited directly into the Collection Account. (ivb) on the related In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available fundsthe Administrative Agent shall be deemed to release and transfer to the Borrower without recourse, representation or warranty all of the proceeds right, title and interest of the Administrative Agent for the benefit of the Secured Parties in, to and under such Collateral Asset(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of the Security Agreement. (c) In connection with any Optional Sale, which shall the Administrative Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower may reasonably request.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment release by the Borrower Trustee, on behalf of the Secured Parties, of its security interest in all or a portion of the Loan AssetsCollateral, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Servicer, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianTrustee) at least 45 days10 Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with a Term Securitization; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer Servicer, on behalf of the Borrower, shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianTrustee) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales dispositions of the Loan Assets Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) After giving effect to the Optional Sale and the assignment to the Borrower of all or a portion of the Loans, as the case may be, on any Optional Sale Date, (A) the Availability shall be greater than or equal to $0, (B) the representations and warranties contained in Section 4.1 and Section 4.2 hereof shall continue to be correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which shall be true and correct in all respects), except to the extent relating to an earlier date, (C) neither an Unmatured Termination Event nor a Termination Event shall have resulted from the Optional Sale, (D) the Collateral Quality Tests shall be satisfied and (E) the Portfolio Acquisition and Disposition Requirements shall be satisfied; (v) On the related Optional Sale Date, the Borrower Administrative Agent, each Lender Agent, on behalf of the applicable Lender, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have deposited into the Collection Accountreceived, as applicable, in immediately available funds, an amount equal to the proceeds sum of (A) an amount sufficient to reduce the Advances Outstanding such that, after giving effect to the transfer of the Loans that are the subject of such Optional Sale, which shall at least the Availability will be equal to or greater than $0 plus (B) an amount equal to all unpaid Interest to the aggregate Adjusted Borrowing Value extent reasonably determined by the Administrative Agent and the Lender Agents to be attributable to that portion of the Loan Assets being soldAdvances Outstanding to be repaid in connection with the Optional Sale plus (C) an aggregate amount equal to the sum of all other Aggregate Unpaids due and owing to the Administrative Agent, the Lender Agents, each applicable Lender, the Trustee, the Backup Servicer, the Affected Parties, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date; provided that the Administrative Agent and each Lender Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Borrower on the Optional Sale Date is sufficient to satisfy the requirements of clauses (A) through (C) and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Servicer, on behalf of the Borrower, shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale. (b) The Borrower hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Lender Agent and the other Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Optional Sale).

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower immediately after giving effect to such Optional Sale: (A) each Collateral Quality Test is satisfied; (B) the Borrowing Base and the Maximum Availability are each greater than or equal to the Advances outstanding; and (C) no Facility Termination Event, Unmatured Facility Termination Event, Unmatured Investment Manager Event or Investment Manager Event shall have given occurred and be continuing; provided that, if an Unmatured Facility Termination Event or Unmatured Investment Manager Event is continuing, the Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect Borrower may make an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancingif, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) after giving effect to such Optional Sale, unless such 45 days’ notice requirement event is waived or reduced by cured (although, for the Agentavoidance of doubt, such event shall be continuing for all purposes hereunder until the settlement date of such Optional Sale); provided provided, that no such consent will be required for notwithstanding the above, the Borrower may at any time make any Optional Sale required as a result of the Required Sale Date; (ii) at least one (1) Business Day prior to the date of any Loan Asset at a price equal Optional Sale, the Borrower shall cause the Investment Manager to or greater than give the Adjusted Borrowing Value Facility Agent, each Agent, the Collateral Custodian and the Collateral Agent written notice of such Loan Asset Optional Sale, which notice shall identify the related Collateral subject to such optional sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed as of the date of such request and after giving effect to such Optional Sale, demonstrating that the aggregate principal amount of all outstanding Advances shall not exceed (1) the Borrowing Base and (2) the Maximum Availability, each calculated as of the date of the Optional Sale as if the Collateral Obligations sold by the Borrower on such date had been sold by the Borrower and certifying that clauses (A) and (C) above and all other conditions set forth herein are satisfied and (y) a certificate of the Investment Manager substantially in the form of Exhibit F‑3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Investment Manager, on behalf of the Borrower (A) in accordance with the Investment Management Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) if such Optional Sale is to an Affiliate of the Borrower or the Investment Manager, the Facility Agent has given its prior written consent; and (v) on the date of such Optional Sale, all proceeds from such Optional Sale will be sent directly into the Collection Account. (b) In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale into the Collection Account, the Collateral Agent shall be deemed to release and transfer to the extent that Borrower without recourse, representation or warranty all of the aggregate Outstanding right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Facility Agent, the Collateral Agent, the Collateral Custodian, each Agent and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, the Collateral Agent shall, at the sole expense of the Borrower, execute such instruments of release with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower, or the Investment Manager on its behalf, may reasonably request. (e) Notwithstanding the foregoing: (i) the Principal Balance of all Loan Assets Collateral Obligations (other than (A) Warranty Collateral Obligations and (B) Excluded Collateral Obligation released to the Equityholder pursuant to a dividend by the Borrower) sold pursuant to this proviso (taking into account Section 7.10(a) to the proposed sale) during Equityholder or an Affiliate thereof or released to the 12Equityholder pursuant to a dividend by the Borrower shall not in any twelve-month period immediately preceding and including exceed 20% of the proposed Net Purchased Loan Balance measured as of the date of such sale does or dividend. The Principal Balance of all Defaulted Collateral Obligations (other than (A) Warranty Collateral Obligations and (B) Excluded Collateral Obligation released to the Equityholder pursuant to a dividend by the Borrower) sold pursuant to Section 7.10(a) to the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to a dividend by the Borrower shall not in any twelve-month period exceed 1510% of the highest aggregate Outstanding Net Purchased Loan Balance measured as of any month during the date of such 12-month periodsale or dividend; (ii) Unless subject to clause (i) above, unless an Optional Sale Unmatured Facility Termination Event or a Facility Termination Event has occurred and is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Salecontinuing, the Borrower may use the Proceeds sell, distribute or otherwise dispose of sales of the Loan Assets to repay all or a portion of the Obligations;Ineligible Assets; and (iii) no subject to clause (i) above, unless (x) an Unmatured Facility Termination Event of Default or a Facility Termination Event has occurred, occurred and is continuing or would result from (y) after giving effect to such Optional Sale, and no Unmatured Event of Default sale or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Datedistribution any Collateral Quality Test is not satisfied, the Borrower shall have deposited into the Collection Accountmay sell, distribute or otherwise dispose of Excluded Collateral Obligations described in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value clauses (b) and (c) of the Loan Assets being solddefinition thereof.

Optional Sales. On (a) During the Revolving Period and prior to the occurrence of a Trigger Event, a Default or an Event of Default, on any Optional Sale Date Date, the Borrower Issuer shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Depositor by the Borrower Issuer, and the release from the Lien of the Indenture by the Indenture Trustee on behalf of the Noteholders, of all or a portion of the Loan Assets, as the case may be Transferred Loans in connection with a Permitted Securitization or a Permitted Refinancing (each, an “"Optional Sale”"), subject to the following terms and conditions: (i) The Borrower Servicer on behalf of the Depositor and the Issuer shall have given the Agent Noteholders (with a copy to the Trustee and the Collateral CustodianIndenture Trustee) at least 45 days’ 30 Business Days' prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodNoteholders; (ii) Any Optional Sale shall be in connection with, and funded by, a Permitted Securitization; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Servicer Report), the Servicer shall deliver to the Agent Noteholders (with a copy to the Trustee and the Collateral CustodianIndenture Trustee) a certificate and evidence to the reasonable satisfaction of the Agent Noteholders (which evidence may consist solely of a certificate an Officer's Certificate from the Servicer) that the Borrower Issuer shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Issuer may use the Proceeds of sales of the Loan Assets Transferred Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iiiiv) no After giving effect to the Optional Sale and the assignment to the Issuer of all or a portion of the Transferred Loans, as the case may be, on any Optional Sale Date, (a) the Availability shall be greater than or equal to zero, (b) the representations and warranties contained in Section 3.03 hereof shall continue to be correct and (c) none of a Trigger Event, a Default or an Event of Default has occurredshall have resulted from the Optional Sale; (v) On the related Optional Sale Date, or would result from the Noteholders, the Hedge Counterparties, the Indenture Trustee, the Collateral Custodian and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Advances Outstanding to be repaid (that are attributable to the Purchased Assets to be sold by the Issuer in connection with such Optional Sale) plus (b) an amount equal to all unpaid Interest Payment Amounts and Interest Carry-Forward Amounts to the extent reasonably determined by the Noteholders to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Noteholders, the Indenture Trustee, the Backup Servicer, the Collateral Custodian, the Indemnified Parties and no Unmatured Event the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date and attributed to that portion of Default the Advances Outstanding to be repaid in connection with the Optional Sale; provided that the Noteholders shall have the right in connection with a Permitted Securitization to determine whether the amount paid (or Borrowing Base Deficiency exists proposed to be paid) by the Issuer on the Optional Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Issuer in connection with the Optional Sale; (vi) On or would result from prior to each Optional Sale Date, the Servicer on behalf of the Issuer shall have delivered to the Noteholders (with a copy to the Indenture Trustee and the Collateral Custodian) a list specifying all Transferred Loans to be sold and assigned pursuant to such Optional Sale; and (ivvii) No selection procedure adverse to the interests of the Noteholders shall have been employed in the selection of the Transferred Loans to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, upon receipt by the Noteholders, the Hedge Counterparties, the Indenture Trustee, the Collateral Custodian and the Backup Servicer, as applicable, of the amounts referred to in clause (a)(v) above (receipt of which by the Noteholders and the Hedge Counterparties shall be confirmed to the Collateral Custodian and Trustee), there shall be sold and assigned to the Depositor without recourse, representation or warranty all of the right, title and interest of the Issuer, in, to and under the portion of the Purchased Assets so retransferred and such portion of the Purchased Assets so retransferred shall be released from the Lien of this Agreement and the Lien of the Indenture and shall no longer be a part of the Collateral under the Indenture. (c) The Originator hereby agrees to pay the reasonable legal fees and expenses of the Noteholders and each party hereto in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Indenture Trustee on behalf of the Noteholders and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Indenture Trustee, on behalf of the Collection AccountNoteholders, shall, at the expense of the Issuer, and the Issuer shall, at the request of the Depositor, as the case may be, (i) execute such instruments of release in favor of the Issuer or the Depositor, as applicable, with respect to the portion of the Collateral to be retransferred to the Issuer and the portion of the Purchased Assets to be retransferred to the Depositor, as applicable, as the Issuer, the Depositor or the Noteholders, as applicable, may reasonably request (in recordable form if necessary and, in immediately available fundseach case, the proceeds of such Optional Salewithout recourse), which shall at least equal the aggregate Adjusted Borrowing Value (ii) deliver any portion of the Collateral to be retransferred to the Issuer and the portion of the Purchased Assets to be retransferred to the Depositor, as applicable, in its possession to the Issuer or the Depositor, as applicable, and (iii) otherwise take such actions, and cause or permit the Issuer or the Indenture Trustee to take such actions, as are necessary and appropriate to release the Lien of the Indenture Trustee on the portion of the Collateral to be retransferred to the Issuer (and the Depositor) and release and deliver to the Depositor such portion of the Purchased Assets to be retransferred to the Depositor. (e) Notwithstanding anything in this Section 3.06 the Issuer shall not, and the Servicer shall not on the Issuer's behalf, purchase, sell or substitute any Transferred Loan Assets being soldwith the primary purpose of recognizing gain or decreasing losses on such Transferred Loan or in any manner that would cause the Issuer not to be in compliance with the requirements of Rule 3a-7 under the 1940 Act.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower Trustee, on behalf of the Secured Parties, of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysBusiness Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization Transaction or a Permitted Refinancingshall be required to be consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld, and delayed or conditioned so long as the Agent shall have delivered price therefor is an amount at least equal to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Fair Market Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodAsset(s)); (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets to repay all or a portion of the ObligationsAggregate Unpaids; (iv) After giving effect to the Optional Sale and the assignment to the Seller of all or a portion of the Assets, as the case may be, on any Optional Sale Date, (x) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (y) the representations and warranties contained in Section 4.1, 4.2, and 4.3, hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (z) the eligibility of any Loan remaining as part of the Assets after the Optional Sale will be redetermined as of the Optional Sale Date, (aa) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (bb) neither an Unmatured Termination Event nor a Termination Event shall be continuing or shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser, and the Hedge Counterparties shall have received, as applicable, in immediately available funds, an amount equal to the sum of (x) the portion of the Advances Outstanding to be prepaid plus (y) an amount equal to all unpaid Interest to the extent reasonably determined by the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); provided, that, the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurred, or would result from such and (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from assigned pursuant to such Optional Sale; and (vii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller in the selection of the Loan to be sold and assigned pursuant to such Optional Sale; it being understood that selection procedures used by the Seller for the inclusion of Loans in one or more of its various securitizations or other financing facilities and which are solely intended to obtain the most beneficial advance rates thereunder and/or otherwise maximize the efficiency of such facilities, shall not be deemed to be adverse procedures for purposes of this paragraph. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee for the benefit of the Secured Parties in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable and documented legal fees and expenses of the Trustee, Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee in the Assets in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Trustee, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller and pursuant to Section 9.2, (i) execute such instruments of release with respect to the portion of the Assets to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets being soldto be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions as are necessary and appropriate to release the Lien of the Trustee and the Secured Parties on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller.

Optional Sales. On (a) Prior to the occurrence of an Event of Default or a Potential Event of Default, on any Optional Sale Date the Borrower Date, Purchaser shall have the right to prepay sell and assign to one or more Persons (each such Person, an “Optional Sale Acquiror”) all or a portion of the Advances Outstanding in connection with the sale and assignment Collateral one or more Purchased Assets designated by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Purchaser (each, an “Optional Sale”)) in connection with a prepayment of all or a portion of the Notes, as an Optional Prepayment pursuant to Section 2.7(c) of the Indenture, subject to the following terms and conditions: (i) The Borrower Purchaser shall have given the Agent (with a copy to the Indenture Trustee and the Collateral Custodian) Note Purchaser at least 45 days10 Business Days’ (or such lesser time period as may be approved by the Indenture Trustee and the Note Purchaser) prior written notice of its intent to effect an Optional Sale (it being understood that Purchaser shall have the right to withdraw any such notice); (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTerm Securitization; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver have delivered to the Agent (with a copy to the Indenture Trustee and the Collateral Custodian) Note Purchaser a certificate and evidence to the reasonable satisfaction of the Agent Indenture Trustee and Note Purchaser (which evidence may consist solely of a certificate from the Servicer) that the Borrower Purchaser shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an ; (iv) After giving effect to the proposed Optional Sale, Sale and the Borrower may use release and assignment by the Proceeds Indenture Trustee to the Optional Sale Acquirer of sales of the Loan Assets to repay all or a portion of the ObligationsPurchased Assets on any Optional Sale Date, (a) the remaining Note Balance shall not exceed the lesser of the Borrowing Base and the Note Purchase Obligation Limit, (b) the representations and warranties contained in Section 3.1 and Section 3.2 shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Event of Default nor a Potential Event of Default shall have resulted; (iiiv) no Event On the related Optional Sale Date, Servicer, Indenture Trustee, Custodian, Backup Servicer and Secured Parties, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of Default has occurred(a) the portion of the Note Balance to be prepaid in connection with such Optional Sale plus (b) an amount equal to all accrued and unpaid interest on the Notes to the extent reasonably determined by the Note Purchaser to be attributable to that portion of the Note Balance to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to Servicer, or would result from Indenture Trustee, Custodian, Backup Servicer and the Secured Parties under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including, without limitation, termination payments and any other payments owing to the Hedge Counterparties in respect of the termination of any Interest Rate ▇▇▇▇▇▇) in each case to the extent attributable to the Purchased Assets released to the Purchaser in connection with such Optional Sale; provided, that the Indenture Trustee and no Unmatured Event the Note Purchaser shall have the right to determine whether the amount paid (or proposed to be paid) by Purchaser on the Optional Sale Date is sufficient to satisfy the requirements of Default or Borrowing Base Deficiency exists or would result from such clauses (iii), (iv) and (v) and is sufficient to reduce the Note Balance to the extent requested by Purchaser in connection with the Optional Sale; and (vi) On or prior to the 2nd Business Day preceding each Optional Sale Date, Purchaser (or the Servicer, on behalf of the Purchaser) shall have delivered to Indenture Trustee, Note Purchaser and Custodian a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following payment and receipt of the amounts referred to in clause (v) of Section 6.2(a) above by the Secured Parties and the other Persons referred to therein, and upon satisfaction of the other conditions set forth in Section 6.2(a), there shall be sold and assigned to the Optional Sale Acquiror, without recourse, representation or warranty (other than that the Purchaser owns such Asset and such transfer by Purchaser is free and clear of any Lien) all of the right, title and interest of the Purchaser, in, to and under the Purchased Assets so released to the Optional Sale Acquiror and such Purchased Assets shall be released from the Lien of the Indenture (subject to the requirements of Clause (iv) above) pursuant to and in accordance with Section 2.9 of the Indenture. (c) The Purchaser hereby agrees to pay (and, if the Purchaser does not pay, the Seller agrees to pay) any Assignment Fees, together with the reasonable legal fees and expenses of the Secured Parties, Backup Servicer, Indenture Trustee and Custodian in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Indenture Trustee and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, Indenture Trustee, on behalf of the Borrower shall have deposited into Secured Parties, shall, at the Collection Accountexpense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be sold, in immediately available fundsrecordable form if necessary, the proceeds in favor of such Optional SalePurchaser or its designee as Purchaser may reasonably request, which shall at least equal the aggregate Adjusted Borrowing Value (ii) deliver any portion of the Loan Assets being soldCollateral to be retransferred to the Purchaser in its possession to Purchaser or its designee and (iii) otherwise take such actions, and cause or permit Custodian to take such actions, as are necessary and appropriate to release the Lien of the Indenture on the portion of the Collateral to be released and release and deliver to the Purchaser or its designee such portion of the Collateral to be released to Purchaser.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Intentionally Omitted; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) [intentionally omitted], (c) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (d) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (e) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (f) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, on behalf of the Purchasers and Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding, to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Advances Outstanding, to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchasers, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurredand (v) and is sufficient to reduce the Advances Outstanding, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Administrative Agent of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. 66 (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Assets (each, an “"Optional Sale”"), subject to the following terms and conditions: (i1) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ forty-five (45) Business Days' prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (2) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (ii3) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Assets; (4) After giving effect to the Optional Sale and the assignment to the Seller of the Assets on any Optional Sale Date, (x) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (y) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (z) the eligibility of any Loan remaining as part of the Assets after the Optional Sale will be redetermined as of the Optional Sale Date, (aa) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (bb) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (5) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to repay all or a the sum of (i) the portion of the Obligations; Advances Outstanding to be prepaid plus (ii) an amount equal to all unpaid Interest to the extent reasonably determined by the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (iii) no Event an aggregate amount equal to the sum of Default has occurredall other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); provided, that, the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or would result from such proposed to be paid) by the Seller on the Optional SaleSale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (6) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Assets in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Assets to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets being soldto be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller.

Optional Sales. On (a) Prior to the occurrence of an Event of Default or a Potential Event of Default, on any Optional Sale Date the Borrower Date, Purchaser shall have the right to prepay sell and assign to one or more Persons (each such Person, an “Optional Sale Acquiror”) all or a portion of the Advances Outstanding in connection with the sale and assignment Collateral one or more Purchased Assets designated by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Purchaser (each, an “Optional Sale”)) in connection with a prepayment of all or a portion of the Notes, as an Optional Prepayment pursuant to Section 2.7(c) of the Indenture, subject to the following terms and conditions: (i) The Borrower Purchaser shall have given the Agent (with a copy to the Indenture Trustee and the Collateral Custodian) Note Purchaser Agent at least 45 days10 Business Days’ (or such lesser time period as may be approved by the Indenture Trustee and the Note Purchaser Agent) prior written notice of its intent to effect an Optional Sale (it being understood that Purchaser shall have the right to withdraw any such notice); (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTerm Securitization; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver have delivered to the Agent (with a copy to the Indenture Trustee and the Collateral Custodian) Note Purchaser Agent a certificate and evidence to the reasonable satisfaction of Indenture Trustee and the Note Purchaser Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Purchaser shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an ; (iv) After giving effect to the proposed Optional Sale, Sale and the Borrower may use release and assignment by the Proceeds Indenture Trustee to the Optional Sale Acquiror of sales of the Loan Assets to repay all or a portion of the ObligationsPurchased Assets on any Optional Sale Date, (a) the remaining Note Balance shall not exceed the lesser of the Borrowing Base and the Note Purchase Obligation Limit, (b) the representations and warranties contained in Section 3.1 and Section 3.2 shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Event of Default nor a Potential Event of Default shall have resulted; (iiiv) no Event On the related Optional Sale Date, Servicer, Indenture Trustee, Custodian, Backup Servicer and Secured Parties, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of Default has occurred(a) the portion of the Note Balance to be prepaid in connection with such Optional Sale plus (b) an amount equal to all accrued and unpaid interest on the Notes to the extent reasonably determined by the Note Purchaser Agent to be attributable to that portion of the Note Balance to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to Servicer, or would result from Indenture Trustee, Custodian, Backup Servicer and the Secured Parties under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including, without limitation, termination payments and any other payments owing to the Hedge Counterparties in respect of the termination of any Interest Rate ▇▇▇▇▇▇) in each case to the extent attributable to the Purchased Assets released to the Purchaser in connection with such Optional Sale; provided, that the Indenture Trustee and no Unmatured Event the Note Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by Purchaser on the Optional Sale Date is sufficient to satisfy the requirements of Default or Borrowing Base Deficiency exists or would result from such clauses (iii), (iv) and (v) and is sufficient to reduce the Note Balance to the extent requested by Purchaser in connection with the Optional Sale; and (vi) On or prior to the 2nd Business Day preceding each Optional Sale Date, Purchaser (or Servicer, on behalf of the Purchaser) shall have delivered to Indenture Trustee, the Note Purchaser Agent and Custodian a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following payment and receipt of the amounts referred to in clause (v) of Section 6.2(a) above by the Secured Parties and the other Persons referred to therein, and upon satisfaction of the other conditions set forth in Section 6.2(a), there shall be sold and assigned to the Optional Sale Acquiror, without recourse, representation or warranty (other than that the Purchaser owns such Asset and such transfer by Purchaser is free and clear of any Lien) all of the right, title and interest of the Purchaser, in, to and under the Purchased Assets so released to the Optional Sale Acquiror and such Purchased Assets shall be released from the Lien of the Indenture (subject to the requirements of clause (iv) above) pursuant to and in accordance with Section 2.9 of the Indenture. (c) The Purchaser hereby agrees to pay (and, if the Purchaser does not pay, Seller agrees to pay) any Assignment Fees, together with the reasonable legal fees and expenses of the Secured Parties, Backup Servicer, Indenture Trustee and Custodian in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Indenture Trustee and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, Indenture Trustee, on behalf of the Borrower shall have deposited into Secured Parties, shall, at the Collection Accountexpense of Seller (i) execute such instruments of release with respect to the portion of the Collateral to be sold, in immediately available fundsrecordable form if necessary, the proceeds in favor of such Optional SalePurchaser or its designee as Purchaser may reasonably request, which shall at least equal the aggregate Adjusted Borrowing Value (ii) deliver any portion of the Loan Assets being soldCollateral to be retransferred to the Purchaser in its possession to Purchaser or its designee and (iii) otherwise take such actions, and cause or permit Custodian to take such actions, as are necessary and appropriate to release the Lien of the Indenture on the portion of the Collateral to be released and release and deliver to the Purchaser or its designee such portion of the Collateral to be released to Purchaser.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 2 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 10 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer Services Provider shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the ServicerServices Provider) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Maximum Weighted Average Life Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Maximum Weighted Average Life Test is maintained or improved); (v) each Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with such Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Minimum OC Coverage TestTests will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Minimum OC Coverage TestTests will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude USActive 54953942.17 -119- such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Minimum OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Minimum OC Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay sell and assign all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten (10) Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than in the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent event that the aggregate Outstanding Asset Balance of all Loan the Assets sold pursuant to this proviso (taking into account which are the subject of the proposed saleOptional Sale is less than $15,000,000, the Seller shall have given at least two Business Days’ prior written notice of its intent to effect such an Optional Sale; and provided further that the Seller may give less than ten (10) during Business Days’ prior written notice in connection with such an Optional Sale in connection with the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodFourth Amendment Effective Date; (ii) Any Optional Sale shall be in connection with a Permitted Transfer; provided that, with respect to any Optional Sale relating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof, the requirements set forth in clause (viii) shall apply in addition to all of the other provisions of this Section 2.19; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (c) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (d) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (e) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the ObligationsAdvances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) of this Section 2.19(a) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (iiivi) no Event of Default has occurredOn or prior to each Optional Sale Date, or would result from the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale; (vii) no selection procedure adverse to the interests of the Administrative Agent, and no Unmatured Event the Purchaser Agents or the Secured Parties was utilized by the Seller or Originator in the selection of Default or Borrowing Base Deficiency exists or would result from Assets for inclusion in any Optional Sale relating to such Optional SalePermitted Transfer; and (viii) Any Optional Sale relating to a Permitted Transfer of the type set forth in clause (b) of the definition thereof shall be subject to the following additional conditions: (A) any such Optional Sale Date may only occur on or within five (5) Business Days after the following dates: (i) the Fourth Amendment Effective Date, (ii) July 31, 2008, (iii) October 31, 2008 and (iv) January 31, 2009; (B) the Administrative Agent shall have consented in writing to such Optional Sale and related Permitted Transfer prior to the Optional Sale Date requested by the Seller (such consent not to be unreasonably withheld); and (C) any Optional Sale relating to such Permitted Transfer may only involve otherwise Eligible Assets that exceed the specified limits set forth in clause (5) of the definition of Pool Concentration Criteria. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (a)(v) above, the portion of the Collateral subject to the Optional Sale shall be released from the Lien of this Agreement (subject to the requirements of clause (a)(iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, in immediately available fundsshall, at the proceeds expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral subject to the Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in recordable form if necessary, in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral subject to the Optional Sale to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral subject to the Optional Sale to the Seller and release and deliver to the Seller such portion of the Collateral subject to the Optional Sale.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysforty-five (45) Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (c) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (d) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (e) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, the Swingline Purchaser, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 10 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 10 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Minimum OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Minimum OC Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On any Optional Sale Date the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the USActive 52762757.1552762757.22 59 proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value of the Loan Assets being sold.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell (or to cause a Permitted Subsidiary to sell) all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Assets (each, an “Optional Sale”), subject to the following terms and conditions:conditions (provided that none of the following terms and conditions shall be applicable to the release of Collateral Assets in connection with a Securitization Take-Out): (i) The Borrower shall have given the Agent immediately after giving effect to such Optional Sale: (with a copy to the Trustee and the Collateral CustodianA) at least 45 days’ prior written notice of its intent to effect except for an Optional Sale in connection accordance with the written report approved by the Administrative Agent pursuant to Section 2.03(b)(i), no Borrowing Base Deficiency exists (other than a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) Borrowing Base Deficiency that would be cured after giving effect to such Optional Sale) or would occur as a result of such Optional Sale; (B) no Default (other than any Borrowing Base Deficiency with respect to which the Administrative Agent shall have granted its consent to such Optional Sale pursuant to clause (A) above), unless Event of Default, Unmatured Servicer Default or Servicer Default shall have occurred and be continuing; (C) during the immediately preceding twelve (12) month period, the Borrower will not have sold Collateral Assets in Optional Sales with an Aggregate Adjusted Balance in excess of 20% of the Aggregate Adjusted Balance as of the first day of such 45 days’ notice requirement is waived or reduced by the Agentperiod; provided that no such consent limit shall not apply to the sale of Collateral Assets that are Broadly Syndicated Loans; and (D) the Borrower will be required not have sold Collateral AssetsBorrower Parent Loans (including, for the avoidance of doubt, Broadly Syndicated Loans which are exempt from the limits in clause (C)) to any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as Affiliate of the date Borrower (other than Warranty Collateral Assets) in Optional Sales with an Aggregate Adjusted Balance in excess of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 1520% of the highest aggregate Outstanding Aggregate Adjusted Balance of the Collateral AssetsBorrower Parent Loans at any month time during such 12-month periodthe Availability Period; (ii) Unless an Optional Sale is to be effected on a Payment Date at least one (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver 1) Business Day prior to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction date of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an any Optional Sale, the Borrower may use the Proceeds of sales Servicer, on behalf of the Loan Assets to repay all or a portion of Borrower, shall give the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, Administrative Agent and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds Collateral Administrator written notice of such Optional Sale, which notice shall at least equal identify the aggregate Adjusted related Collateral subject to such Optional Sale and the expected proceeds from such Optional Sale, indicate that such Optional Sale is a Permitted Rebalancing Sale if applicable, and include (x) a Borrowing Value Base Certificate and (y) a certificate of the Servicer substantially in the form of Exhibit F-3 requesting the release of the related Collateral Asset File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, borrower or the obligor thereof may be required to be made by the applicable Loan Assets being sold.Party;

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale transfer and assignment by the Borrower of all or a portion of the Loan AssetsLoans, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Servicer, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to the Trustee Collateral Custodian and the Collateral CustodianAgent) at least 45 daysten (10) Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 daysten (10) Business Days’ notice requirement is waived or reduced by the Administrative Agent; provided that that, no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Balance of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodSale; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer Servicer, on behalf of the Borrower, shall deliver to the Administrative Agent (with a copy to the Trustee Collateral Custodian and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales dispositions of the Loan Assets Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iii) After giving effect to the Optional Sale and the assignment to the Borrower of all or a portion of the Loans, as the case may be, on any Optional Sale Date, (a) no Borrowing Base Deficiency exists, (b) the representations and warranties contained in Sections 4.1, 4.2 and 4.3 hereof shall continue to be correct, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted from the Optional Sale; (iv) On the related Optional Sale Date, the Administrative Agent, each Lender Agent, on behalf of Default has occurredthe applicable Lender, the Collateral Custodian and the Collateral Agent, as applicable, shall have received, as applicable, in immediately available funds, an amount sufficient to reduce the Advances Outstanding in accordance with Section 2.3(b); (v) On or would result from prior to each Optional Sale Date, the Servicer, on behalf of the Borrower, shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale; and USActive 57833767.7 (vi) In the selection of the Loans to be sold and assigned pursuant to such Optional Sale, no selection procedures were employed which are intended to be adverse to the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or the Secured Parties. (b) In connection with any Optional Sale, following receipt by the Administrative Agent, the Collateral Agent, the Lender Agents, the Lenders, the Collateral Custodian and no Unmatured Event the Secured Parties, as applicable, of Default the amounts referred to in clause (a)(iv) above, there shall be transferred and assigned to or Borrowing Base Deficiency exists at the direction of the Borrower without recourse, representation or would result warranty all of the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the portion of the Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (ii) and (iii) above). (c) The Borrower hereby agrees to pay the reasonable and documented legal fees and expenses of the Administrative Agent, the Collateral Agent, each Lender Agent, the Collateral Custodian and the other Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Optional Sale; and). (ivd) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into the Collection AccountCollateral Agent, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value on behalf of the Loan Assets being soldSecured Parties, shall, at the expense of and at the direction of the Borrower (i) execute such instruments of release in favor of or at the direction of the Borrower with respect to the portion of the Collateral to be retransferred to or at the direction of the Borrower, as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be retransferred to or at the direction of the Borrower in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent, on behalf of the Secured Parties, on the portion of the Collateral to be retransferred to or at the direction of the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Assets (each, an “"Optional Sale”"), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ forty-five (45) Business Days' prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Assets; (iv) After giving effect to the Optional Sale and the assignment to the Seller of the Assets on any Optional Sale Date, (x) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (y) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (z) the eligibility of any Loan remaining as part of the Assets after the Optional Sale will be redetermined as of the Optional Sale Date, (aa) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (bb) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, the Purchaser Agent, on behalf of the Purchaser, shall have received, as applicable, in immediately available funds, an amount equal to repay all or a the sum of (i) the portion of the Obligations; Advances Outstanding to be prepaid plus (ii) an amount equal to all unpaid Interest to the extent reasonably determined by the Purchaser Agent to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (iii) no Event an aggregate amount equal to the sum of Default has occurredall other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agent, the Purchaser and the Affected Parties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs); provided, that, the Administrative Agent and the Purchaser Agent shall have the right to determine whether the amount paid (or would result from such proposed to be paid) by the Seller on the Optional SaleSale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agent of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agent, the Purchaser and the Secured Parties in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Assets in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Assets to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets being soldto be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) each Purchaser Agent at least 45 daysten Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent and each Purchaser Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the remaining Adjusted Advances Outstanding shall not exceed the lesser of the Adjusted Facility Amount and the Adjusted Maximum Availability, (c) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (d) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (e) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (f) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding, to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding, to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurredand (v) and is sufficient to reduce the Advances Outstanding, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent and each Purchaser Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the remaining Adjusted Advances Outstanding shall not exceed the lesser of the Adjusted Facility Amount and the Adjusted Maximum Availability, (c) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (d) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (e) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (f) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding, to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding, to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurredand (v) and is sufficient to reduce the Advances Outstanding, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale transfer, assignment and assignment release to the Seller by the Borrower of all or a portion Trustee, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianBackup Servicer) at least 45 daysBusiness Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with either (A) a Term Securitization or (B) the repayment of all Aggregate Unpaids and termination in whole of the Facility Amount pursuant to Section 2.5(a); (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (with a copy to the Trustee) (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay any Optional Sale in connection with a Term Securitization and the assignment to the Seller of the Collateral on any related Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted. On the related Optional Sale Date, the Administrative Agent, the Swingline Purchaser, each Purchaser Agent on behalf of the applicable Purchaser, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the ObligationsAdvances Outstanding to be prepaid that are attributable to the Collateral to be sold by the Seller in connection with such Optional Sale plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, and the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case to the extent attributable to the Collateral to be sold by the Seller in connection with such Optional Sale; provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (v) After giving effect to any Optional Sale in connection with the repayment of all Aggregate Unpaids and termination in whole of the Facility Amount pursuant to Section 2.5(a), and the assignment to the Seller of the Collateral on any related Optional Sale Date, (a) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event (other than a Termination Event due to the occurrence of a Termination Date specified in clause (a) of the definition of “Termination Date”) shall have resulted. On the related Optional Sale Date, the Administrative Agent, the Swingline Purchaser, each Purchaser Agent on behalf of the applicable Purchaser, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the Aggregate Unpaids accrued to such date; provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (v) and is sufficient to repay the Advances Outstanding in full in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents, the Swingline Purchaser, the Hedge Counterparties, the Trustee, the Backup Servicer and the Administrative Agent of the amounts referred to in clauses (iv) and (v) above, as applicable, there shall be transferred, assigned and set-over to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee for the benefit of the Secured Parties, in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) or (v) above, as applicable). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties, and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Trustee, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions as may be reasonably requested by the Seller or Servicer, on the Seller’s behalf, as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and -133- assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 4510 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 4510 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Minimum OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Minimum OC Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date the Borrower shall have the right right, subject to the payment of any Call Premium owed pursuant to Section 2.4(b), to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Borrower by the Borrower Trustee, on behalf of the Secured Parties, of all or a portion of the Loan AssetsLoans, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianTrustee) at least 45 daysBusiness Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement and/or consent requirement, as applicable, is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Assigned Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodSale; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianTrustee) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iiiiv) no After giving effect to the Optional Sale and the assignment to the Borrower of all or a portion of the Loans, as the case may be, on any Optional Sale Date, (a) the Advances Outstanding shall not exceed the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted from the Optional Sale; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent on behalf of Default has occurredthe applicable Purchaser, or would result from the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Advances Outstanding to be repaid (that are attributable to the Collateral to be sold by the Borrower in connection with such Optional Sale) plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, the Backup Servicer, the Purchaser Agents, each applicable Purchaser, the Affected Parties, the Indemnified Parties and no Unmatured Event the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date and attributed to that portion of Default the Advances Outstanding to be repaid in connection with the Optional Sale; provided that the Trustee, the Administrative Agent and each Purchaser Agent shall have the right solely in connection with a Permitted Securitization or Borrowing Base Deficiency exists Permitted Refinancing to determine whether the amount paid (or would result from proposed to be paid) by the Borrower on the Optional Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Optional Sale; (vi) On or prior to each Optional Sale Date, the Borrower shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale; and (ivvii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties shall have been utilized by the Borrower in the selection of the Loan to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, upon receipt by the Administrative Agent, the Purchaser Agents, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, of the amounts referred to in clause (a)(v) above, there shall be sold and assigned to the Borrower without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement. (c) The Originator hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the other Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee on behalf of the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Trustee, on behalf of the Secured Parties, shall, at the expense of the Borrower shall have deposited into (i) execute such instruments of release in favor of the Collection AccountBorrower with respect to the portion of the Collateral to be retransferred to the Borrower, as the Borrower may reasonably request (in recordable form if necessary and, in immediately available fundseach case, the proceeds of such Optional Salewithout recourse), which shall at least equal the aggregate Adjusted Borrowing Value (ii) deliver any portion of the Loan Assets being soldCollateral to be retransferred to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the Trustee and the Secured Parties on the portion of the Collateral to be retransferred to the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: 1. immediately after giving effect to such Optional Sale: a. each Collateral Quality Test is satisfied (or, if any Collateral Quality Test is not satisfied, it is maintained or improved); b. the Minimum Equity Condition is satisfied; (i) The Borrower the Borrowing Base is greater than or equal to the Advances outstanding and (ii) the Foreign Currency Advance Amount shall not exceed the Foreign Currency Sublimit; and d. no Facility Termination Event, Unmatured Facility Termination Event, Unmatured Investment Manager Event of Default or Investment Manager Event of Default shall have given occurred and be continuing; provided that, no more than once in any twelve-month period, if an Unmatured Facility Termination Event or Unmatured Investment Manager Event of Default is continuing, the Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect Borrower may make an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancingif, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) after giving effect to such Optional Sale, unless such 45 days’ notice requirement event is waived or reduced by cured (although, for the Agentavoidance of doubt, such event shall be continuing for all purposes hereunder until the settlement date of such Optional Sale); provided provided, notwithstanding the above, that no such consent will be required for the Borrower may make (i) any Optional Sale of any Loan Asset at Collateral Obligation that, in the Investment Manager’s reasonable judgment, has a price equal significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Collateral Obligation, if after giving effect to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that Sale, (a) no Facility Termination Event is continuing and (b) the aggregate Outstanding Principal Balance of all Loan Assets such Collateral Obligations sold pursuant to this proviso (taking into account the proposed sale) during the 12in any twelve-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance Aggregate Eligible Collateral Obligation Amount in effect on the date of any month such sale during such 12-twelve month period; period or (ii) Unless an any Optional Sale of any Collateral Obligation if (x) the sale price is equal to be effected on a Payment Date or greater than the Principal Balance of such Collateral Obligation and (in which case y) the relevant calculations with respect to proceeds from such Optional Sale shall be reflected on are applied to reduce the applicable Servicing Report), the Servicer shall deliver Advances. 1. at least one (1) Business Day prior to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction date of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an any Optional Sale, the Borrower may use shall cause the Proceeds of sales of Investment Manager to give the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurredFacility Agent, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Dateeach Agent, the Borrower shall have deposited into Collateral Custodian and the Collection Account, in immediately available funds, the proceeds Collateral Agent written notice of such Optional Sale, which notice shall at least equal identify the aggregate Adjusted Borrowing Value related Collateral subject to such Optional Sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed as of the Loan Assets being solddate of such request and after giving effect to such Optional Sale, demonstrating compliance with clauses (a)(i)(A), (B) and (C) above and all other conditions set forth herein are satisfied and (y) a certificate of the Investment Manager substantially in the form of Exhibit F‑3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; 2. such Optional Sale shall be made by the Investment Manager, on behalf of the Borrower (A) in accordance with the Investment Management Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); 3. if such Optional Sale is to an Affiliate of the Borrower or the Investment Manager and such Optional Sale is not conducted on an arm’s length basis, the Facility Agent has given its prior written consent (which shall not be unreasonably withheld, conditioned or delayed); and 4. on the date of such Optional Sale, all proceeds from such Optional Sale (x) will be deposited directly into the Collection Account and (y) with respect to any sold Collateral Obligation, will be in the same Eligible Currency as such Collateral Obligation.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Borrower by the Borrower Trustee, on behalf of the Secured Parties, of all or a portion of the Loan AssetsLoans, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianTrustee) at least 45 daysBusiness Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianTrustee) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iiiiv) no After giving effect to the Optional Sale and the assignment to the Borrower of all or a portion of the Loans, as the case may be, on any Optional Sale Date, (a) the Availability shall be greater than or equal to $0, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted from the Optional Sale; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent on behalf of Default has occurredthe applicable Purchaser, or would result from the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Advances Outstanding to be repaid (that are attributable to the Collateral to be sold by the Borrower in connection with such Optional Sale) plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, the Backup Servicer, the Purchaser Agents, each applicable Purchaser, the Affected Parties, the Indemnified Parties and no Unmatured Event the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date and attributed to that portion of Default the Advances Outstanding to be repaid in connection with the Optional Sale; provided that the Trustee, the Administrative Agent and each Purchaser Agent shall have the right solely in connection with a Permitted Securitization or Borrowing Base Deficiency exists Permitted Refinancing to determine whether the amount paid (or would result from proposed to be paid) by the Borrower on the Optional Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Optional Sale; (vi) On or prior to each Optional Sale Date, the Borrower shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale; and (ivvii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties shall have been utilized by the Borrower in the selection of the Loan to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, upon receipt by the Administrative Agent, the Purchaser Agents, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, of the amounts referred to in clause (a)(v) above, there shall be sold and assigned to the Borrower without recourse, representation or warranty all of the right, title and interest of the Trustee, for the benefit of the Secured Parties, in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement. (c) The Originator hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the other Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee on behalf of the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Trustee, on behalf of the Secured Parties, shall, at the expense of the Borrower shall have deposited into (i) execute such instruments of release in favor of the Collection AccountBorrower with respect to the portion of the Collateral to be retransferred to the Borrower, as the Borrower may reasonably request (in recordable form if necessary and, in immediately available fundseach case, the proceeds of such Optional Salewithout recourse), which shall at least equal the aggregate Adjusted Borrowing Value (ii) deliver any portion of the Loan Assets being soldCollateral to be retransferred to the Borrower in its possession to the Borrower and (iii) otherwise take such actions, and cause or permit the Trustee to take such actions, as are necessary and appropriate to release the Lien of the Trustee and the Secured Parties on the portion of the Collateral to be retransferred to the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Coverage Tests will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Coverage Tests will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion (including, for the avoidance of doubt, pursuant to participation agreements or other agreements to effectuate assignments following an initial transfer of a participation interest or other portion of a Collateral Asset) of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Assets (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given Unless otherwise consented to by the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) ), immediately after giving effect to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period;: (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iiiA) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would occur as a result from of such Optional Sale; (B) no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event shall have occurred and be continuing; provided, that an Optional Sale may be effected during the continuance of a Default or an Event of Default to facilitate a cure of a Borrowing Base Deficiency in accordance with Section 2.03(b); (C) during the immediately preceding twelve (12) month period, the Borrower will not have sold Collateral Assets (other than Warranty Collateral Assets, Collateral Assets (or portions thereof) constituting any Excess Concentration Amount, Collateral Assets sold to facilitate a cure of a Borrowing Base Deficiency in accordance with Section 2.03(b) and sales of Collateral Assets that do not satisfy the Eligibility Criteria) in Optional Sales with an Aggregate Adjusted Principal Balance in excess of 25% of the Aggregate Adjusted Principal Balance as of the first day of such period; and (D) the Borrower will not have sold Collateral Assets to any Affiliate of the Borrower (other than Warranty Collateral Assets) in Optional Sales with an Aggregate Adjusted Principal Balance in excess of 20% of the highest Aggregate Adjusted Principal Balance of the Collateral Assets at any time during the Availability Period; (ii) such Optional Sale shall be made by the Collateral Manager, on behalf of the Borrower (A) in accordance with the Collateral Manager Standard, (B) reflecting arm’s-length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iii) if such Optional Sale is (x) to an Affiliate of the Borrower or the Collateral Manager or (y) at a price less than the Adjusted Principal Balance of such Collateral Asset, the Administrative Agent has given its prior written consent; and (iv) on the related date of such Optional Sale, all proceeds from such Optional Sale Datewill be deposited directly into the Collection Account. (b) In connection with any Optional Sale, the Borrower shall have deposited following deposit of all proceeds from such Optional Sale into the Collection Account, in immediately available fundsthe Administrative Agent shall be deemed to release and transfer to the Borrower without recourse, representation or warranty all of the proceeds right, title and interest of the Administrative Agent for the benefit of the Secured Parties in, to and under such Collateral Asset(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of the Security Agreement. (c) In connection with any Optional Sale, which shall the Administrative Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower may reasonably request.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Intentionally Omitted; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Class A Advances Outstanding shall not exceed the lesser of the Class A Facility Amount and the Maximum Availability, (b) [intentionally omitted], (c) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (d) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (e) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (f) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, on behalf of the Purchasers and Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) (x) the portion of the Obligations; Class A Advances Outstanding to be prepaid , plus (iiiy) no Event an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent to be attributable to that portion of Default has occurredthe Class A Advances Outstanding, or would result from such to be paid in connection with the Optional Sale, plus (b) following the Termination Date and no Unmatured Event the date on which the Aggregate Unpaids with respect to the Class A VFC have been reduced to zero and indefeasibly paid in full, (x) the portion of Default the Class B Advances Outstanding to be prepaid, plus (y) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Class B Advances Outstanding, to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchasers, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent shall have the right to determine whether the amount paid (or Borrowing Base Deficiency exists or would result from such proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Advances Outstanding, to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Administrative Agent of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 4510 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 4510 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Coverage Tests will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Coverage Tests will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. On (a) During the Revolving Period and prior to the occurrence of a Trigger Event, a Default or an Event of Default, on any Optional Sale Date Date, the Borrower Issuer shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Depositor by the Borrower Issuer, and the release from the Lien of the Indenture by the Indenture Trustee on behalf of the Noteholders, of all or a portion of the Loan Assets, as the case may be Transferred Loans in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Servicer on behalf of the Depositor and the Issuer shall have given the Agent Initial Noteholder (with a copy to the Trustee and the Collateral CustodianIndenture Trustee) at least 45 days30 Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodInitial Noteholder; (ii) Any Optional Sale shall be in connection with a Permitted Securitization; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Servicer Report), the Servicer shall deliver to the Agent Initial Noteholder (with a copy to the Trustee and the Collateral CustodianIndenture Trustee) a certificate and evidence to the reasonable satisfaction of the Agent Initial Noteholder (which evidence may consist solely of a certificate an Officer’s Certificate from the Servicer) that the Borrower Issuer shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Issuer may use the Proceeds of sales of the Loan Assets Transferred Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iiiiv) no After giving effect to the Optional Sale and the assignment to the Issuer of all or a portion of the Transferred Loans, as the case may be, on any Optional Sale Date, (a) the Availability shall be greater than or equal to zero, (b) the representations and warranties contained in Section 3.03 hereof shall continue to be correct and (c) none of a Trigger Event, a Default or an Event of Default has occurredshall have resulted from the Optional Sale; (v) On the related Optional Sale Date, or would result from the Noteholders, the Hedge Counterparties, the Indenture Trustee, the Collateral Custodian and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Advances Outstanding to be repaid (that are attributable to the Purchased Assets to be sold by the Issuer in connection with such Optional Sale) plus (b) an amount equal to all unpaid Interest Payment Amounts and Interest Carry-Forward Amounts to the extent reasonably determined by the Initial Noteholder to be attributable to that portion of the Advances Outstanding to be repaid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Noteholders, the Indenture Trustee, the Backup Servicer, the Collateral Custodian, the Indemnified Parties and no Unmatured Event the Hedge Counterparties, as applicable, under this Agreement and the other Basic Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date and attributed to that portion of Default the Advances Outstanding to be repaid in connection with the Optional Sale; provided that the Initial Noteholder shall have the right in connection with a Permitted Securitization to determine whether the amount paid (or Borrowing Base Deficiency exists proposed to be paid) by the Issuer on the Optional Sale Date is sufficient to satisfy the requirements of clauses (a) through (c) and is sufficient to reduce the Advances Outstanding to the extent requested by the Issuer in connection with the Optional Sale; (vi) On or would result from prior to each Optional Sale Date, the Servicer on behalf of the Issuer shall have delivered to the Initial Noteholder (with a copy to the Indenture Trustee and the Collateral Custodian) a list specifying all Transferred Loans to be sold and assigned pursuant to such Optional Sale; and (ivvii) No selection procedure adverse to the interests of the Noteholders shall have been employed in the selection of the Transferred Loans to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, upon receipt by the Noteholders, the Hedge Counterparties, the Indenture Trustee, the Collateral Custodian and the Backup Servicer, as applicable, of the amounts referred to in clause (a)(v) above (receipt of which by the Noteholders and the Hedge Counterparties shall be confirmed to the Collateral Custodian and Trustee), there shall be sold and assigned to the Depositor without recourse, representation or warranty all of the right, title and interest of the Issuer, in, to and under the portion of the Purchased Assets so retransferred and such portion of the Purchased Assets so retransferred shall be released from the Lien of this Agreement and the Lien of the Indenture and shall no longer be a part of the Collateral under the Indenture. (c) The Originator hereby agrees to pay the reasonable legal fees and expenses of the Initial Noteholder and each party hereto in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Indenture Trustee on behalf of the Noteholders and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Indenture Trustee, on behalf of the Collection AccountNoteholders, shall, at the expense of the Issuer, and the Issuer shall, at the request of the Depositor, as the case may be, (i) execute such instruments of release in favor of the Issuer or the Depositor, as applicable, with respect to the portion of the Collateral to be retransferred to the Issuer and the portion of the Purchased Assets to be retransferred to the Depositor, as applicable, as the Issuer, the Depositor or the Initial Noteholder, as applicable, may reasonably request (in recordable form if necessary and, in immediately available fundseach case, the proceeds of such Optional Salewithout recourse), which shall at least equal the aggregate Adjusted Borrowing Value (ii) deliver any portion of the Collateral to be retransferred to the Issuer and the portion of the Purchased Assets to be retransferred to the Depositor, as applicable, in its possession to the Issuer or the Depositor, as applicable, and (iii) otherwise take such actions, and cause or permit the Issuer or the Indenture Trustee to take such actions, as are necessary and appropriate to release the Lien of the Indenture Trustee on the portion of the Collateral to be retransferred to the Issuer (and the Depositor) and release and deliver to the Depositor such portion of the Purchased Assets to be retransferred to the Depositor. (e) Notwithstanding anything in this Section 3.06 the Issuer shall not, and the Servicer shall not on the Issuer’s behalf, purchase, sell or substitute any Transferred Loan Assets being soldwith the primary purpose of recognizing gain or decreasing losses on such Transferred Loan or in any manner that would cause the Issuer not to be in compliance with the requirements of Rule 3a-7 under the 1940 Act.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale transfer, assignment and assignment release to the Seller by the Borrower of all or a portion Trustee, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianBackup Servicer) at least 45 daysBusiness Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with a Term Securitization; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (with a copy to the Trustee) (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to he correct in all or material respects, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, the Swingline Purchaser, each Purchaser Agent on behalf of the applicable Purchaser, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding to be prepaid that are attributable to the Collateral to be sold by the Seller in connection with such Optional Sale plus (iiib) no Event an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of Default has occurredthe Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, or would result from the Trustee, and the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case to the extent attributable to the Collateral to be sold by the Seller in connection with such Optional Sale; provided, that the Administrative Agent and no Unmatured Event each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of Default or Borrowing Base Deficiency exists or would result from such clauses (iii),(iv) and (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents, the Swingline Purchaser, the Hedge Counterparties, the Trustee, the Backup Servicer and the Administrative Agent of the amounts referred to in clause (v) above, there shall be transferred, assigned and set-over to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee for the benefit of the Secured Parties, in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties, and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Trustee, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions as may be reasonably requested by the Seller or Servicer, on the Seller’s behalf, as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Agent (with a copy immediately after giving effect to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an such Optional Sale (together with such other Optional Sales and other actions to be effected in connection with any cure of a Permitted Securitization Borrowing Base Deficiency in accordance with Section 2.12): (A) each Collateral Quality Test is satisfied (or, if not satisfied, is maintained or a Permitted Refinancing, improved); (B) reserved; (C) the Borrowing Base is greater than or equal to the Outstanding Loan Amount and the Agent Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; and (D) no Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default shall have delivered to occurred and be continuing; provided, that, notwithstanding the above, the Borrower its prior written consent may make (in its sole discretioni) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a Collateral Obligation if the sale price is equal to or greater than the Adjusted Borrowing Value Collateral Obligation Amount of such Collateral Obligation, (ii) any Optional Sale the trade date of which was prior to the occurrence of an Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default, and the settlement date of which is scheduled to occur on a date following such Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default or (iii) any Optional Sale for which the Agent has provided consent. (ii) to the extent applicable in connection with any Optional Sale, the Servicer shall give the Document Custodian, the Collateral Administrator and the Collateral Agent a certificate of the Servicer substantially in the form of Exhibit F-3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) reserved; (v) the Principal Balance of all Equityholder Collateral Obligations (other than Warranty Collateral Obligations) sold or substituted pursuant to this Section 7.10 to the Equityholder or an Affiliate thereof at any time shall not exceed 20.0% of the Equityholder Purchased Loan Asset Balance measured as of the date of such sale or substitution; and (vi) on the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result proceeds from such Optional Sale, net of reasonable expenses incurred in connection with such Optional Sale (x) will be deposited directly into the Collection Account and no Unmatured Event (y) with respect to any sold Collateral Obligation, will be in the same Eligible Currency as such Collateral Obligation. (b) In connection with any Optional Sale, following deposit of Default or Borrowing Base Deficiency exists or would result all proceeds from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available fundsthe Collateral Agent shall be deemed to release and transfer to the Borrower (or the purchaser thereof from the Borrower) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Agent, the proceeds Collateral Agent, the Collateral Administrator, the Document Custodian, each Lender Agent and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale), which shall in accordance with and subject to the limitations of Section 17.4. (d) In connection with any Optional Sale, the Collateral Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release prepared by the Servicer with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower, or the Servicer on its behalf, may reasonably request.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding Net Investment in connection with the sale and assignment to the Seller by PARCO or the Borrower of all or a portion of the Loan AssetsAPA Banks, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing applicable, of Optional Sale Related Collateral (each, an “Optional Sale”"OPTIONAL SALE"), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Funding Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ five (5) Business Days' prior written notice of its intent to effect an Optional Sale; (ii) Any Optional Sale shall be in connection with a Permitted Securitization Transaction or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodOriginator Transaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Settlement Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Funding Agent (a Servicer's Optional Sale Date Certificate, together with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Funding Agent (which evidence may consist solely of a certificate from the Servicer's Optional Sale Date Certificate) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may (i) use the Proceeds proceeds of sales of the Loan Assets Receivables (which sales must be made in arm's-length transactions to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional SalePersons other than AFL), and no Unmatured Event (ii) give effect to Principal Collections on deposit in the Collection Account at such time to the extent consistent with the requirements of Default or Borrowing Base Deficiency exists or would result from such clause (v) below (as evidenced by the Servicer's Optional Sale; andSale Date Certificate). (iv) on the related In connection with any such Optional Sale Date, that does not constitute a prepayment in full of the Borrower shall have deposited into outstanding Net Investment (x) Receivables constituting part of the Collection Account, in immediately available funds, the proceeds of Optional Sale Related Collateral with respect to such Optional SaleSale shall be selected in accordance with the "FIFO" method (excluding, however, any Purchased Receivable and Related Security subject to a Repurchase Obligation and Purchased Receivables and Related Security which shall at least equal are not included in the aggregate Adjusted Borrowing Value Net Pool Balance), and (y) following receipt by the Funding Agent of the Loan Assets being soldamounts referred to in clause (vi) below, there shall be sold and assigned to the Seller all of the right, title and interest of PARCO and the APA Banks, as applicable, and under the Optional Sale Related Collateral, and such Optional Sale Related Collateral shall be released from the Lien of this Agreement (subject to the requirements of clause (v) below).

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower Trustee, on behalf of the Secured Parties, of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysforty-five (45) Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets to repay all or a portion of the ObligationsAggregate Unpaids; (iv) After giving effect to the Optional Sale and the assignment to the Seller of all or a portion of the Assets, as the case may be, on any Optional Sale Date, (x) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (y) the representations and warranties contained in Section 4.1, 4.2, and 4.3, hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (z) the eligibility of any Loan remaining as part of the Assets after the Optional Sale will be redetermined as of the Optional Sale Date, (aa) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (bb) neither an Unmatured Termination Event nor a Termination Event shall be continuing or shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser, and the Hedge Counterparties shall have received, as applicable, in immediately available funds, an amount equal to the sum of (x) the portion of the Advances Outstanding to be prepaid plus (y) an amount equal to all unpaid Interest to the extent reasonably determined by the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties, the Indemnified Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); provided, that, the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurred, or would result from such and (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from assigned pursuant to such Optional Sale; and (vii) No selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the Seller in the selection of the Loan to be sold and assigned pursuant to such Optional Sale; it being understood that selection procedures used by the Seller for the inclusion of Loans in one or more of its various securitizations or other financing facilities and which are solely intended to obtain the most beneficial advance rates thereunder and/or otherwise maximize the efficiency of such facilities, shall not be deemed to be adverse procedures for purposes of this paragraph. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee for the benefit of the Secured Parties in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable and documented legal fees and expenses of the Trustee, Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee in the Assets in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Trustee, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller and pursuant to Section 9.2, (i) execute such instruments of release with respect to the portion of the Assets to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets being soldto be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions as are necessary and appropriate to release the Lien of the Trustee and the Secured Parties on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell (or to cause a Permitted Subsidiary to sell) all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Assets (each, an “Optional Sale”), subject to the following terms and conditions:conditions (provided that none of the following terms and conditions shall be applicable to the release of Collateral Assets in connection with a Securitization Take-Out): (i) The Borrower shall have given the Agent immediately after giving effect to such Optional Sale: (with a copy to the Trustee and the Collateral CustodianA) at least 45 days’ prior written notice of its intent to effect except for an Optional Sale in connection accordance with the written report approved by the Administrative Agent pursuant to Section 2.03(b)(i), no Borrowing Base Deficiency exists (other than a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) Borrowing Base Deficiency that would be cured after giving effect to such Optional Sale, unless ) or would occur as a result of such 45 days’ notice requirement is waived or reduced by Optional Sale; (B) no Default (other than any Borrowing Base Deficiency with respect to which the Agent; provided that no Administrative Agent shall have granted its consent to such consent will be required for any Optional Sale pursuant to clause (A) above), Event of any Loan Asset at a price equal to Default, Unmatured Servicer Default or greater than Servicer Default shall have occurred and be continuing; (C) during the immediately preceding twelve (12) month period, the Borrower will not have sold Collateral Assets in Optional Sales with an Aggregate Adjusted Borrowing Value Balance in excess of such Loan Asset 20% of the Aggregate Adjusted Balance as of the date first day of such period; and (D) the Borrower will not have sold Collateral Assets to any Affiliate of the Borrower (other than Warranty Collateral Assets) in Optional Sale to the extent that the aggregate Outstanding Sales with an Aggregate Adjusted Balance in excess of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 1520% of the highest aggregate Outstanding Aggregate Adjusted Balance of the Collateral Assets at any month time during such 12-month periodthe Availability Period; (ii) Unless an Optional Sale is to be effected on a Payment Date at least one (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver 1) Business Day prior to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction date of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an any Optional Sale, the Borrower may use the Proceeds of sales Servicer, on behalf of the Loan Assets to repay all or a portion of Borrower, shall give the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, Administrative Agent and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds Collateral Administrator written notice of such Optional Sale, which notice shall at least equal identify the aggregate Adjusted related Collateral subject to such Optional Sale and the expected proceeds from such Optional Sale, indicate that such Optional Sale is a Permitted Rebalancing Sale if applicable, and include (x) a Borrowing Value Base Certificate and (y) a certificate of the Loan Assets being sold.Servicer substantially in the form of Exhibit F-3 requesting the release of the related Collateral Asset File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type);

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Assets (each, an “Optional Sale”), subject to the following terms and conditions: (i1) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysforty-five (45) Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (2) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (ii3) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Assets; (4) After giving effect to the Optional Sale and the assignment to the Seller of the Assets on any Optional Sale Date, (x) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (y) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (z) the eligibility of any Loan remaining as part of the Assets after the Optional Sale will be redetermined as of the Optional Sale Date, (aa) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (bb) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (5) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to repay all or a the sum of (i) the portion of the Obligations; Advances Outstanding to be prepaid plus (ii) an amount equal to all unpaid Interest to the extent reasonably determined by the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (iii) no Event an aggregate amount equal to the sum of Default has occurredall other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs and Hedge Breakage Costs); provided, that, the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or would result from such proposed to be paid) by the Seller on the Optional SaleSale Date is sufficient to satisfy the requirements of clauses (3), (4) and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (5) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (iv6) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (5) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Assets so retransferred and such portion of the Assets so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (4) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Assets in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Assets to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Seller as the Seller may reasonably request, (ii) deliver any portion of the Assets being soldto be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Assets to be retransferred to the Seller and release and deliver to the Seller such portion of the Assets to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan AssetsCollateral Loans, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Collateral Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Collateral Loan Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Assets Collateral Loans sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month period;period (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Loans sold or disposed of by the Borrower for purposes of this clause (i); USActive 54953942.1755479929.4-128- (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Assets Collateral Loans to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Collateral Quality Test is satisfied (or, if not satisfied immediately prior to such sale, compliance with such Collateral Quality Test is maintained or improved); (v) the Minimum OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Minimum OC Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Assets Collateral Loans being sold.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten (10) Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (c) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (d) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (e) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale transfer and assignment by the Borrower of all or a portion of the Loan AssetsLoans, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Servicer, on behalf of the Borrower, shall have given the Administrative Agent (with a copy to the Trustee Collateral Custodian and the Collateral CustodianAgent) at least 45 daysten (10) Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 daysten (10) Business Days’ notice requirement is waived or reduced by the Administrative Agent; provided that that, no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value Balance of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodSale; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer Servicer, on behalf of the Borrower, shall deliver to the Administrative Agent (with a copy to the Trustee Collateral Custodian and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales dispositions of the Loan Assets Loans to repay all or a portion of the ObligationsAggregate Unpaids; (iii) After giving effect to the Optional Sale and the assignment to the Borrower of all or a portion of the Loans, as the case may be, on any Optional Sale Date, (a) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists exists, (b) the representations and warranties contained in Sections 4.1, 4.2 and 4.3 hereof shall continue to be correct, except to the extent relating to an earlier date and (c) neither an Unmatured Termination Event nor a Termination Event shall have resulted from the Optional Sale; (iv) On the related Optional Sale Date, the Administrative Agent, each Lender Agent, on behalf of the applicable Lender, the Collateral Custodian and the Collateral Agent, as applicable, shall have received, as applicable, in immediately available funds, an amount sufficient to reduce the Advances Outstanding in accordance with Section 2.3(b); (v) On or would result from prior to each Optional Sale Date, the Servicer, on behalf of the Borrower, shall have delivered to the Administrative Agent a list specifying all Loans to be sold and assigned pursuant to such Optional Sale; and (ivvi) In the selection of the Loans to be sold and assigned pursuant to such Optional Sale, no selection procedures were employed which are intended to be adverse to the interests of the Administrative Agent, the Lender Agents, the Collateral Agent or the Secured Parties. (b) In connection with any Optional Sale, following receipt by the Administrative Agent, the Collateral Agent, the Lender Agents, the Lenders, the Collateral Custodian and the Secured Parties, as applicable, of the amounts referred to in clause (a)(iv) above, there shall be transferred and assigned to or at the direction of the Borrower without recourse, representation or warranty all of the right, title and interest of the Collateral Agent, for the benefit of the Secured Parties in, to and under the portion of the Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement (subject to the requirements of clauses (ii) and (iii) above). (c) The Borrower hereby agrees to pay the reasonable and documented legal fees and expenses of the Administrative Agent, the Collateral Agent, each Lender Agent, the Collateral Custodian and the other Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into the Collection AccountCollateral Agent, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value on behalf of the Loan Assets being soldSecured Parties, shall, at the expense of and at the direction of the Borrower (i) execute such instruments of release in favor of or at the direction of the Borrower with respect to the portion of the Collateral to be retransferred to or at the direction of the Borrower, as the Borrower may reasonably request (in recordable form if necessary), (ii) deliver any portion of the Collateral to be retransferred to or at the direction of the Borrower in its possession to or at the direction of the Borrower and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Collateral Agent, on behalf of the Secured Parties, on the portion of the Collateral to be retransferred to or at the direction of the Borrower and release and deliver to the Borrower such portion of the Collateral to be retransferred to the Borrower.

Optional Sales. On (a) Prior to the occurrence of an Unmatured Termination Event or a Termination Event, on any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale transfer, assignment and assignment release to the Seller by the Borrower of all or a portion Trustee, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianBackup Servicer) at least 45 daysBusiness Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted RefinancingSale, and the Administrative Agent shall have delivered has consented in writing to the Borrower its prior written consent (such Optional Sale in its sole discretion) to such Optional Sale, but reasonable discretion unless such 45 days’ notice requirement is and consent are waived or such notice is reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with either (A) a Term Securitization or (B) the repayment of all Aggregate Unpaids and termination in whole of the Facility Amount pursuant to Section 2.5(a); (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (with a copy to the Trustee) (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral to repay all or a portion of the ObligationsAggregate Unpaids; (iiiiv) no After giving effect to any Optional Sale in connection with a Term Securitization and the assignment to the Seller of the Collateral on any related Optional Sale Date, (a) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event shall have resulted. On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent on behalf of Default has occurredthe applicable Purchaser, or would result from the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Advances Outstanding to be prepaid that are attributable to the Collateral to be sold by the Seller in connection with such Optional Sale plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, and the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter to the next Payment Date (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the Hedge Counterparties in respect of the termination of any Hedge Transaction) in each case to the extent attributable to the Collateral to be sold by the Seller in connection with such Optional Sale; provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; (v) After giving effect to any Optional Sale in connection with the repayment of all Aggregate Unpaids and termination in whole of the Facility Amount pursuant to Section 2.5(a), and no the assignment to the Seller of the Collateral on any related Optional Sale Date, (a) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (b) neither an Unmatured Termination Event nor a Termination Event (other than a Termination Event due to the occurrence of Default a Termination Date specified in clause (a) of the definition of “Termination Date”) shall have resulted. On the related Optional Sale Date, the Administrative Agent, each Purchaser Agent on behalf of the applicable Purchaser, the Hedge Counterparties, the Trustee and the Backup Servicer, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the Aggregate Unpaids accrued to such date; provided that the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or Borrowing Base Deficiency exists or would result from such proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii) and (v) and is sufficient to repay the Advances Outstanding in full in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents, the Hedge Counterparties, the Trustee, the Backup Servicer and the Administrative Agent of the amounts referred to in clauses (iv) and (v) above, as applicable, there shall be transferred, assigned and set-over to the Seller without recourse, representation or warranty all of the right, title and interest of the Trustee for the benefit of the Secured Parties, in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) or (v) above, as applicable). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, the Trustee, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, for the benefit of the Secured Parties, and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Trustee, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, in favor of the Seller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions as may be reasonably requested by the Seller or Servicer, on the Seller’s behalf, as are necessary and appropriate to release the Lien of the Trustee for the benefit of the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller. (e) In connection with any Optional Sale resulting in the repayment of all Aggregate Unpaids and termination in whole of the Facility Amount occurring prior to April 15, 2010, the proceeds Seller shall pay to the Administrative Agent, for the account of such Optional Saleeach Purchaser, which shall at least equal the aggregate Adjusted Borrowing Value of the Loan Assets being soldCall Premium.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower immediately after giving effect to such Optional Sale: (A) each Collateral Quality Test is satisfied; (B) the Borrowing Base is greater than or equal to the Advances outstanding; and (C) no Facility Termination Event, Unmatured Facility Termination Event, Unmatured Investment Manager Event or Investment Manager Event shall have given occurred and be continuing; provided that, if an Unmatured Facility Termination Event or Unmatured Investment Manager Event is continuing, the Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect Borrower may make an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancingif, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) after giving effect to such Optional Sale, unless such 45 days’ notice requirement event is waived or reduced by cured (although, for the Agent; provided that no avoidance of doubt, such consent will event shall be required continuing for all purposes hereunder until the settlement date of such Optional Sale); (ii) at least one (1) Business Day prior to the date of any Optional Sale of any Loan Asset at a price equal Sale, the Borrower shall cause the Investment Manager to or greater than give the Adjusted Borrowing Value Administrative Agent, the Collateral Custodian and the Collateral Agent written notice of such Loan Asset Optional Sale, which notice shall identify the related Collateral subject to such optional sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed as of the date of such request and after giving effect to such Optional Sale, demonstrating that the aggregate principal amount of all outstanding Advances shall not exceed the Borrowing Base, calculated as of the date of the Optional Sale as if the Collateral Obligations sold by the Borrower on such date had been sold by the Borrower and certifying that clauses (A) and (C) above and all other conditions set forth herein are satisfied and (y) a certificate of the Investment Manager substantially in the form of Exhibit F-3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Investment Manager, on behalf of the Borrower (A) in accordance with the Investment Management Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) if such Optional Sale is to an Affiliate of the Borrower or the Investment Manager, the Administrative Agent has given its prior written consent; and (v) on the date of such Optional Sale, all proceeds from such Optional Sale will be sent directly into the Collection Account. (b) In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale into the Collection Account, the Collateral Agent shall be deemed to release and transfer to the extent that Borrower without recourse, representation or warranty all of the aggregate Outstanding right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Administrative Agent, the Collateral Agent, the Collateral Custodian and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, the Collateral Agent shall, at the sole expense of the Borrower, execute such instruments of release with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower, or the Investment Manager on its behalf, may reasonably request. (e) Notwithstanding the foregoing: (i) the Principal Balance of all Loan Assets Collateral Obligations (other than (A) Warranty Collateral Obligations and (B) Excluded Collateral Obligation released to the Equityholder pursuant to a dividend by the Borrower) sold pursuant to this proviso (taking into account Section 7.10(a) to the proposed sale) during Equityholder or an Affiliate thereof or released to the 12Equityholder pursuant to a dividend by the Borrower shall not in any twelve-month period immediately preceding and including exceed 20% of the proposed Net Purchased Loan Balance measured as of the date of such sale does or dividend. The Principal Balance of all Defaulted Collateral Obligations (other than (A) Warranty Collateral Obligations and (B) Excluded Collateral Obligation released to the Equityholder pursuant to a dividend by the Borrower) sold pursuant to Section 7.10(a) to the Equityholder or an Affiliate thereof or released to the Equityholder pursuant to a dividend by the Borrower shall not in any twelve-month period exceed 1510% of the highest aggregate Outstanding Net Purchased Loan Balance measured as of any month during the date of such 12-month periodsale or dividend; (ii) Unless subject to clause (i) above, unless an Optional Sale Unmatured Facility Termination Event or a Facility Termination Event has occurred and is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Salecontinuing, the Borrower may use the Proceeds sell, distribute or otherwise dispose of sales of the Loan Assets to repay all or a portion of the Obligations;Ineligible Assets; and (iii) no subject to clause (i) above, unless (x) an Unmatured Facility Termination Event of Default or a Facility Termination Event has occurred, occurred and is continuing or would result from (y) after giving effect to such Optional Sale, and no Unmatured Event of Default sale or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Datedistribution any Collateral Quality Test is not satisfied, the Borrower shall have deposited into the Collection Accountmay sell, distribute or otherwise dispose of Excluded Collateral Obligations described in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value clauses (b) and (c) of the Loan Assets being solddefinition thereof.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysforty-five (45) Business Days’ prior written notice of its intent to effect an Optional Sale, unless such notice is waived or reduced by the Administrative Agent; (ii) Any Optional Sale shall be in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month periodTransaction; (iiiii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Advances Outstanding shall not exceed the lesser of the Facility Amount and the Maximum Availability, (b) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (c) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (d) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (e) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, the Swingline Purchaser, each Purchaser Agent, on behalf of the applicable Purchaser and the Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Obligations; Advances Outstanding to be prepaid plus (b) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent and the Purchaser Agents to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchaser Agents, the applicable Purchaser, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided, that, the Administrative Agent and each Purchaser Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such (v) and is sufficient to reduce the Advances Outstanding to the extent requested by the Seller in connection with the Optional Sale; and (vi) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Purchaser Agents of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchaser Agents, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent, each Purchaser Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell (or to cause a Permitted Subsidiary to sell) all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Assets (each, an “Optional Sale”), subject to the following terms and conditions:conditions (provided that none of the following terms and conditions shall be applicable to the release of Collateral Assets in connection with a Securitization Take-Out): (i) The Borrower shall have given the Agent immediately after giving effect to such Optional Sale: (with a copy to the Trustee and the Collateral CustodianA) at least 45 days’ prior written notice of its intent to effect except for an Optional Sale in connection accordance with the written report approved by the Administrative Agent pursuant to Section 2.03(b)(i), no Borrowing Base Deficiency exists (other than a Permitted Securitization Borrowing Base Deficiency that would be cured after giving effect to such Optional Sale) or would occur as a Permitted Refinancing, and result of such Optional Sale; (B) no Default (other than any Borrowing Base Deficiency with respect to which the Administrative Agent shall have delivered granted its consent to such Optional Sale pursuant to clause (A) above), Event of Default, Unmatured Servicer Default or Servicer Default shall have occurred and be continuing; (C) during the immediately preceding twelve (12) month period, the Borrower will not have sold Collateral Assets in Optional Sales with an Aggregate Adjusted Balance in excess of 20% of the Aggregate Adjusted Balance as of the first day of such period; and (D) the Borrower will not have sold Collateral Assets to any Affiliate of the Borrower (other than Warranty Collateral Assets) in Optional Sales with an Aggregate Adjusted Balance in excess of 20% of the highest Aggregate Adjusted Balance of the Collateral Assets at any time during the Availability Period; (ii) at least one (1) Business Day prior to the date of any Optional Sale, the Servicer, on behalf of the Borrower, shall give the Administrative Agent and the Collateral Administrator written notice of such Optional Sale, which notice shall identify the related Collateral subject to such Optional Sale and the expected proceeds from such Optional Sale and include (x) a Borrowing Base Certificate and (y) a certificate of the Servicer substantially in the form of Exhibit F‑3 requesting the release of the related Collateral Asset File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) if such Optional Sale is to an Affiliate of the Borrower or the Servicer and is at a price less than the Assigned Value of the applicable Collateral Asset, the Administrative Agent has given its prior written consent (in its sole discretion); and (v) to on the date of such Optional Sale, unless all proceeds from such 45 days’ notice requirement is waived or reduced by Optional Sale (net of reasonable expenses incurred in connection with such Optional Sale) (x) will be deposited directly into the AgentCollection Account and (y) with respect to any sold Collateral Asset, will be in the same Eligible Currency as such Collateral Asset; provided that no such consent will be required for (A) in the case of any Optional Sale of any Loan by an HPS Partnership, the Borrower will cause such HPS Partnership to distribute the related Partnership Asset at a price equal to or greater than the Adjusted Borrowing Value of Proceeds from such Loan Asset as of the date of the Optional Sale to the extent that members of such HPS Partnership, pro rata according to their respective Equity Interests, and the aggregate Outstanding Balance Borrower will transfer its pro rata portion of all Loan Assets sold such Partnership Asset Proceeds into the Collection Account no later than ten (10) Business Days after such Partnership Asset Proceeds are received by such HPS Partnership and (B) in the case of any Optional Sale by a Permitted Subsidiary, the Borrower will cause such Permitted Subsidiary to distribute the related proceeds from such Optional Sale to the Borrower (i) in the case of sale proceeds in respect of any Collateral Asset in an amount not exceeding the cost basis of such Collateral Asset, no later than ten (10) Business Days after such sale proceeds are received by such Permitted Subsidiary, and (ii) otherwise, as soon as reasonably practicable pursuant to the Organization Documents of such Permitted Subsidiary, which distributions pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; clause (ii) Unless an shall be made not less frequently than quarterly; provided, further, that any such proceeds not transferred as required hereunder shall be immediately excluded from the calculation of the Borrowing Base. (b) In connection with any Optional Sale is to be effected on a Payment Date (in which case Sale, following deposit of the relevant calculations with respect to net proceeds from such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, the Administrative Agent shall be deemed to release and transfer to the applicable Loan Party without recourse, representation or warranty all of the right, title and interest of the Administrative Agent for the benefit of the Secured Parties in, to and under such Collateral Asset(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of the Security Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out‑of‑pocket expenses of one counsel in immediately available fundseach applicable jurisdiction for each of the Administrative Agent and the Collateral Administrator in connection with any Optional Sale (including, but not limited to, reasonable and documented out-of-pocket expenses incurred in connection with the proceeds release of the Lien of the Administrative Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, which shall the Administrative Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Borrower, execute such instruments of release with respect to the portion of the Collateral subject to such Optional Sale to the applicable Loan Assets being soldParty, in recordable form if necessary, as the Borrower may reasonably request.

Optional Sales. On (a) So long as no Event of Default or Default has occurred and is continuing, on any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the a sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Administrative Agent (with a copy to the Trustee Trustee) and the Collateral Custodian) Lenders at least 45 daysfive (5) Business Days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted RefinancingSale, and (other than an Optional Sale which results in the termination in full of this Agreement) the Administrative Agent shall have delivered has consented in writing to the Borrower its prior written consent (such Optional Sale in its sole discretion) to such Optional Sale, discretion unless such 45 days’ notice requirement is and consent are waived or such notice period is reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with either (A) a Term Securitization or (B) the repayment of all Obligations and termination in whole of the Facility Amount pursuant to Section 2.3; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (with a copy to the Trustee) (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets Collateral to repay all or a portion of the ObligationsObligations in accordance with the priorities specified in Section 2.7; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) After giving effect to any Optional Sale (other than an Optional Sale that results in a termination in full of this Agreement pursuant to Section 2.3) and any other substitution(s) or transfer(s) substantially contemporaneously therewith, (a) no Borrowing Base Deficiency shall exist (unless otherwise agreed in writing by the Controlling Lender and the Majority Class B Lenders), (b) the representations and warranties contained in Sections 4.1 and 4.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date and (c) neither an Event of Default nor a Default shall result. On the related Optional Sale Date, the Administrative Agent, each Lender, and the Trustee, as applicable, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) the portion of the Advances Outstanding to be prepaid that are attributable to the Collateral to be sold by the Borrower in connection with such Optional Sale plus (b) an amount equal to all unpaid Class A Interest and Class B Interest to the extent reasonably determined by the Administrative Agent and the Lenders to be attributable to that portion of the Advances Outstanding to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Trustee, the Lenders, the Servicer and the Affected Parties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date (and, in the case of a partial sale of the Collateral, to accrue thereafter to the next Payment Date) (including, without limitation, Breakage Costs) in each case to the extent attributable to the Collateral to be sold by the Borrower in connection with such Optional Sale (or, in the case of a repayment in full and termination of the Facility Amount, all Obligations at such time); provided that the Administrative Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Borrower on the related Optional Sale Date is sufficient to satisfy the requirements of clauses (iii) and (iv) and is sufficient to reduce the Advances Outstanding to the extent requested by the Borrower in connection with the Optional Sale; (v) On or prior to each Optional Sale Date, the Borrower shall have deposited into delivered to the Collection Account, in immediately available funds, Administrative Agent and the proceeds of Lenders a list specifying all Loans to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, which the Borrower shall at least equal pay to the aggregate Adjusted Borrowing Value Administrative Agent, for the account of the Loan Assets being soldapplicable Lenders, any Prepayment Premium payable in connection therewith. (c) Upon payment of the amounts described in Section 2.16(a)(iv), the Loans sold shall not be included in the Borrowing Base and shall be released from the security interest granted hereunder in accordance with Section 2.19.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Agent (with a copy immediately after giving effect to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an such Optional Sale (together with such other Optional Sales and other actions to be effected in connection with any cure of a Permitted Securitization Borrowing Base Deficiency in accordance with Section 2.10): (A) the Borrowing Base is greater than or a Permitted Refinancingequal to the Loans outstanding (or, if the foregoing condition is not satisfied, the Borrowing Base is maintained or improved and the Agent shall have delivered to the Borrower has given its prior written consent consent) and the Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; and (B) no Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default shall have occurred and be continuing (other than any Unmatured Event of Default that would be cured or improved after giving effect to such Optional Sale); provided that, notwithstanding the above, the Borrower may make (i) any Optional Sale of any Collateral Obligation that, in its sole discretion) the Servicer’s reasonable judgment, has a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Collateral Obligation, if after giving effect to such Optional Sale, unless (a) no Event of Default is continuing and (b) the aggregate Principal Balance of all such 45 days’ notice requirement is waived or reduced by Collateral Obligations (other than Broadly Syndicated Loans) sold pursuant to this proviso in any twelve-month period does not exceed 20% of the AgentAggregate Eligible Collateral Obligation Amount plus Principal Collections on deposit in the Principal Collection Account in effect on the date of such sale; provided that no such consent will be required for (ii) any Optional Sale of any Loan Asset at a Collateral Obligation if (x) the sale price is equal to or greater than the Adjusted Borrowing Value acquisition price of such Loan Asset as Collateral Obligation and (y) the proceeds from such Optional Sale are applied to reduce the Loans; (iii) any Optional Sale made to reduce the Loans outstanding to be less than the Borrowing Base (so long as, immediately following such Optional Sale and any repayment of the date of Loans, the Loans outstanding do not exceed either the Borrowing Base or the Facility Amount); (iv) any Optional Sale to the extent of a Collateral Obligation that the aggregate Outstanding Balance has a Collateral Obligation Amount of all Loan Assets sold pursuant to this proviso zero; (taking into account the proposed salev) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance any Optional Sale of any month during such 12-month periodportion of a Collateral Obligation constituting an Excess Concentration Amount; or (vi) any Optional Sale for which the Agent has provided consent; (ii) Unless an Optional Sale is to be effected on a Payment Date at least one (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver 1) Business Day prior to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction date of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an any Optional Sale, the Borrower may use shall cause the Proceeds of sales of Servicer to give the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurredAgent, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and (iv) on the related Optional Sale Dateeach Lender Agent, the Borrower shall have deposited into Collateral Administrator and the Collection Account, in immediately available funds, the proceeds Collateral Agent written notice of such Optional Sale, which notice shall at least equal identify the aggregate Adjusted Borrowing Value related Collateral subject to such optional sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed as of the Loan Assets being solddate of such request and after giving effect to such Optional Sale, demonstrating compliance with clause (a)(i)(A) and clause (a)(i)(B) above and all other conditions set forth herein are satisfied and (y) a certificate of the Servicer substantially in the form of Exhibit F-3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicer Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) if such Optional Sale is to an Affiliate of the Borrower or the Servicer, it shall be, in each case except as otherwise expressly permitted under the Transaction Documents, (i) for fair market value, (ii) on terms no less favorable to the Borrower than would be the case if such Person were not an Affiliate or as otherwise expressly permitted in this Agreement and (iii) effected in accordance with all Applicable Laws; and (v) on the date of such Optional Sale, all proceeds from such Optional Sale will be sent directly into the Collection Account. (b) In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale into the applicable Principal Collection Account, the Collateral Agent shall be deemed to release and transfer to the Borrower (or the purchaser thereof from the Borrower) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Agent, the Collateral Agent, the Collateral Administrator, each Lender Agent and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, the Collateral Agent shall, at the sole expense of the Borrower, execute such instruments of release prepared by the Servicer with respect to the portion of the Collateral subject to such Optional Sale to the Borrower or in recordable form if necessary, as the Borrower or the Servicer on its behalf, may reasonably request.

Optional Sales. (a) On any Optional Sale Date Date, the Borrower Seller shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment to the Seller by the Borrower of all or a portion Administrative Agent, on behalf of the Loan AssetsSecured Parties, as of the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower Seller shall have given the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 daysten Business Days’ prior written notice (in the case of a Permitted Securitization) or five Business Days’ prior written notice (in the case of a Charged-Off Asset or Delinquent Asset) of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Any Optional Sale shall be in connection with (x) a Permitted Securitization Transaction or (y) the sale of a Charged-Off Asset or a Delinquent Asset; (iii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Monthly Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower Seller shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower Seller may use the Proceeds of sales of the Loan Assets Collateral; (iv) After giving effect to repay the Optional Sale and the assignment to the Seller of the Collateral on any Optional Sale Date, (a) the remaining Class A Advances Outstanding shall not exceed the lesser of the Class A Facility Amount and the Maximum Availability, (b) the remaining Combined Advances Outstanding shall not exceed the Combined Commitment Amount, (c) the representations and warranties contained in Section 4.1 hereof shall continue to be correct in all or material respects, except to the extent relating to an earlier date, (d) the eligibility of any Asset remaining as part of the Collateral after the Optional Sale will be redetermined as of the Optional Sale Date, (e) the Pool Concentration Criteria will be redetermined as of the Optional Sale Date, and (f) neither an Unmatured Termination Event nor a Termination Event shall have resulted; (v) On the related Optional Sale Date, the Administrative Agent, on behalf of the Purchasers and Hedge Counterparties, shall have received, as applicable, in immediately available funds, an amount equal to the sum of (a) (x) the portion of the ObligationsClass A Advances Outstanding to be prepaid, plus (y) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Class A Advances Outstanding, to be paid in connection with the Optional Sale, plus (b) following the Termination Date and the date on which the Aggregate Unpaids with respect to the Class A VFC have been reduced to zero and indefeasibly paid in full, (x) the portion of the Class B Advances Outstanding to be prepaid, plus (y) an amount equal to all unpaid Interest to the extent reasonably determined by the Administrative Agent to be attributable to that portion of the Class B Advances Outstanding, to be paid in connection with the Optional Sale plus (c) an aggregate amount equal to the sum of all other amounts due and owing to the Administrative Agent, the Collateral Custodian, the Backup Servicer, the Purchasers, the Affected Parties and the Hedge Counterparties, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date and to accrue thereafter (including, without limitation, Breakage Costs, Hedge Breakage Costs and any other payments owing to the applicable Hedge Counterparty in respect of the termination of any Hedge Transaction); provided that the Administrative Agent shall have the right to determine whether the amount paid (or proposed to be paid) by the Seller on the Optional Sale Date is sufficient to satisfy the requirements of clauses (iii), (iv) and (v) and is sufficient to reduce the Advances Outstanding, to the extent requested by the Seller in connection with the Optional Sale; (iiivi) no Event the sum of Default (a) the Outstanding Asset Balance of all Substitute Assets (other than in the case of substitutions pursuant to Section 4.6 undertaken because an Asset has occurred, or would result from such become a Warranty Asset) substituted for Delinquent Assets and Charged-Off Assets plus (b) the Outstanding Asset Balance of all Delinquent Assets and Charged-Off Assets (determined without regard to the first two provisos in the definition of Outstanding Asset Balance) that have been sold pursuant to an Optional Sale, and no Unmatured Event Sale shall not exceed 10% of Default or Borrowing Base Deficiency exists or would result from such Optional Salethe Facility Amount; and (vii) On or prior to each Optional Sale Date, the Seller shall have delivered to the Administrative Agent a list specifying all Assets to be sold and assigned pursuant to such Optional Sale. (b) In connection with any Optional Sale, following receipt by the Administrative Agent of the amounts referred to in clause (v) above, there shall be sold and assigned to the Seller without recourse, representation or warranty all of the right, title and interest of the Administrative Agent, the Purchasers and the Secured Parties in, to and under the portion of the Collateral so retransferred and such portion of the Collateral so retransferred shall be released from the Lien of this Agreement (subject to the requirements of clause (iv) above). (c) The Seller hereby agrees to pay the reasonable legal fees and expenses of the Administrative Agent and the Secured Parties in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent, the Secured Parties and any other party having an interest in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, on the related Optional Sale Date, the Borrower shall have deposited into Administrative Agent, on behalf of the Collection AccountSecured Parties, shall, at the expense of the Seller (i) execute such instruments of release with respect to the portion of the Collateral to be retransferred to the Seller, in immediately available fundsrecordable form if necessary, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value in favor of the Loan Assets being soldSeller as the Seller may reasonably request, (ii) deliver any portion of the Collateral to be retransferred to the Seller in its possession to the Seller and (iii) otherwise take such actions, and cause or permit the Collateral Custodian to take such actions, as are necessary and appropriate to release the Lien of the Administrative Agent and the Secured Parties on the portion of the Collateral to be retransferred to the Seller and release and deliver to the Seller such portion of the Collateral to be retransferred to the Seller.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Agent (with a copy immediately after giving effect to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an such Optional Sale (together with such other Optional Sales and other actions to be effected in connection with any cure of a Permitted Securitization Borrowing Base Deficiency in accordance with Section 2.12): (A) each Collateral Quality Test is satisfied (or, if not satisfied, is maintained or a Permitted Refinancing, improved); (B) reserved; (C) the Borrowing Base is greater than or equal to the Outstanding Loan Amount and the Agent Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; and (D) no Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default shall have delivered to occurred and be continuing; provided, that, notwithstanding the above, the Borrower its prior written consent may make (in its sole discretioni) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a Collateral Obligation if the sale price is equal to or greater than the Adjusted Borrowing Value Collateral Obligation Amount of such Collateral Obligation, (ii) any Optional Sale the trade date of which was prior to the occurrence of an Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default, and the settlement date of which is scheduled to occur on a date following such Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default or (iii) any Optional Sale for which the Agent has provided consent. (ii) to the extent applicable in connection with any Optional Sale, the Servicer shall give the Document Custodian, the Collateral Administrator and the Collateral Agent a certificate of the Servicer substantially in the form of Exhibit F‑3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) reserved; (v) the Principal Balance of all Equityholder Collateral Obligations (other than Warranty Collateral Obligations) sold or substituted pursuant to this Section 7.10 to the -101- Equityholder or an Affiliate thereof at any time shall not exceed 20.0% of the Equityholder Purchased Loan Asset Balance measured as of the date of such sale or substitution; and (vi) on the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result proceeds from such Optional Sale, net of reasonable expenses incurred in connection with such Optional Sale (x) will be deposited directly into the Collection Account and no Unmatured Event (y) with respect to any sold Collateral Obligation, will be in the same Eligible Currency as such Collateral Obligation. (b) In connection with any Optional Sale, following deposit of Default or Borrowing Base Deficiency exists or would result all proceeds from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available fundsthe Collateral Agent shall be deemed to release and transfer to the Borrower (or the purchaser thereof from the Borrower) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Agent, the proceeds Collateral Agent, the Collateral Administrator, the Document Custodian, each Lender Agent and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale), which shall in accordance with and subject to the limitations of Section 17.4. (d) In connection with any Optional Sale, the Collateral Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release prepared by the Servicer with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower, or the Servicer on its behalf, may reasonably request.

Optional Sales. On any Optional Sale Date Date, the Borrower shall have the right to prepay all or a portion of the outstanding Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Collateral Assets, as the case may be be, in connection with a Permitted Securitization or a Permitted Refinancing (each, an “Optional Sale”), subject to the following terms and conditions: (i) The the Borrower shall have given the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Administrative Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Administrative Agent; provided that no such consent will be required for any Optional Sale of any Loan Collateral Asset at a price equal to or greater than the Adjusted Borrowing Value Principal Balance of such Loan Collateral Asset as of the date of the Optional Sale to the extent that that, after giving effect to such proposed sale, the aggregate Outstanding Aggregate Principal Balance of all Loan Collateral Assets sold or disposed of by the Borrower pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does twelve calendar months would not exceed 15be greater than 30% of the highest aggregate Outstanding Aggregate Principal Balance of any month during such 12-month periodperiod (or such higher percentage as agreed to by the Administrative Agent); provided, further that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Aggregate Principal Balance of all Collateral Assets sold or disposed of by the Borrower for purposes of this clause (i); provided, further that if any termination or reduction of the unused amount of the Facility amount is made in connection with any Optional Sale, any and all Facility Reduction Fees, as applicable, shall remain payable in connection with such Optional Sale; (ii) Unless unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Payment Date Report), the Servicer shall deliver to the Administrative Agent (with a copy to the Trustee and the Collateral CustodianAgent) a certificate and evidence to the reasonable satisfaction of the Administrative Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds proceeds of sales of the Loan Collateral Assets to repay all or a portion of the Obligations; (iii) no Default or Event of Default has occurred, exists or would result from upon giving effect to such Optional Sale; (iv) upon giving effect thereto and the application of the proceeds thereof, the Coverage Tests are satisfied (or, if not satisfied immediately prior to such sale, compliance with such Coverage Tests are maintained or improved); (v) the Distribution OC Coverage Test will be satisfied following such proposed sale (or, if not satisfied immediately prior to such Optional Sale, and no Unmatured Event of Default compliance with the Distribution OC Coverage Test will be maintained or Borrowing Base Deficiency exists or would result from such Optional Saleimproved); and (ivvi) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value Principal Balance of the Loan Collateral Assets being sold.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower immediately after giving effect to such Optional Sale: (A) each Collateral Quality Test is satisfied (or, if any Collateral Quality Test is not satisfied, it is improved); (B) the Minimum Equity Test is satisfied; and (C) no Event of Default, Unmatured Event of Default or Specified Borrowing Base Breach shall have given the Agent (with occurred and be continuing; provided that if a copy Specified Borrowing Base Breach exists before giving effect to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an Optional Sale, then either (x) the Specified Borrowing Base Breach will be cured after giving effect to such Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and (y) if the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) Specified Borrowing Base Breach would not be cured but would be improved after giving effect to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced then upon request by the AgentBorrower, the Facility Agent may provide its prior written consent to such Optional Sale in its sole discretion; provided provided, that no such consent will be required for notwithstanding the above, the Borrower may at any time make (x) any Optional Sale of any Loan Asset at Collateral Obligation that, in the Servicer’s reasonable judgment, has a significant risk of declining in credit quality and, with the lapse of time, becoming a Defaulted Collateral Obligation, if after giving effect to such Optional Sale, no Event of Default is continuing or (y) any Optional Sale of any Collateral Obligation if (I) the sale price is equal to or greater than the Adjusted Borrowing Value Principal Balance of such Loan Asset Collateral Obligation and (II) the proceeds from such Optional Sale are applied to reduce the Advances; (ii) unless otherwise consented to by the Facility Agent pursuant to Section 7.10(a)(i)(C)(y), the Borrowing Base is greater than or equal to the Advances outstanding both before and immediately after giving effect to such Optional Sale, or if a Specified Borrowing Base Breach exists before giving effect to an Optional Sale, immediately after giving effect to such Optional Sale and the application of the proceeds therefrom, such Specified Borrowing Base Breach would be cured; (iii) at least one (1) Business Day prior to the date of any Optional Sale, the Servicer, on behalf of the Borrower, shall give the Facility Agent, the Collateral Custodian, the Collateral Agent and each Lender (via the Collateral Agent’s Website) written notice of such Optional Sale, which notice shall identify the related Collateral subject to such Optional Sale and the expected proceeds from such Optional Sale and include (x) an Officer’s Certificate computed as of the date of such request and after giving effect to such Optional Sale, demonstrating compliance with clauses (a)(i)(A), (B) and (C) above and all other conditions set forth in this Section 7.10 are satisfied and (y) a certificate of the Servicer substantially in the form of Exhibit F-3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iv) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (v) if such Optional Sale is to an Affiliate of the extent Borrower or the Servicer, the Facility Agent has given its prior written consent (which consent, if such Optional Sale is at par, shall not be unreasonably withheld, conditioned or delayed); provided, that the aggregate Outstanding Principal Balance of all Loan Assets Collateral Obligations and any Collateral Obligations for which a Revaluation Event as set forth in clauses (a), (b), (c) or (d) of the definition thereof shall have occurred, sold pursuant to this proviso (taking into account Optional Sales to an affiliate of the proposed sale) Borrower or the Servicer from and after the Effective Date shall not exceed 30% of the highest Facility Amount in effect during the 12-month period immediately preceding Revolving Period (excluding sales at par); provided further that the Principal Balance of all Collateral Obligation that are Defaulted Collateral Obligations sold pursuant to Optional Sales to an affiliate of the Borrower or the Servicer from and including after the proposed date of such sale does Effective Date shall not exceed 15% of the highest aggregate Outstanding Facility Amount in effect during the Revolving Period (excluding sales at par). Solely for the purposes of the provisos set forth in this clause, the Principal Balance shall be determined without respect to any provision of any month during this Agreement which would deem the value of such 12-month period;Collateral Obligation to be zero; and (iivi) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction date of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result all proceeds from such Optional Sale; andSale will be deposited directly into the Collection Account. (ivb) on the related In connection with any Optional Sale, following deposit of all proceeds from such Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available fundsthe Collateral Agent shall be deemed to release and transfer to the Borrower without recourse, representation or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Facility Agent, the proceeds Collateral Agent, the Collateral Custodian and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale). (d) In connection with any Optional Sale, which shall the Collateral Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower may reasonably request.

Optional Sales. On any Optional Sale Date the (a) The Borrower shall have the right to prepay sell all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing Collateral Obligations (each, an “Optional Sale”), subject to the following terms and conditions: (i) The Borrower shall have given the Agent (with a copy immediately after giving effect to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an such Optional Sale (together with such other Optional Sales and other actions to be effected in connection with any cure of a Permitted Securitization Borrowing Base Deficiency in accordance with Section 2.12): (A) each Collateral Quality Test is satisfied (or, if not satisfied, is maintained or a Permitted Refinancing, improved); (B) reserved; (C) the Borrowing Base is greater than or equal to the Outstanding Loan Amount and the Agent Foreign Currency Loan Amount will not exceed the Foreign Currency Sublimit; and (D) no Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default shall have delivered to occurred and be continuing; provided, that, notwithstanding the above, the Borrower its prior written consent may make (in its sole discretioni) to such Optional Sale, unless such 45 days’ notice requirement is waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a Collateral Obligation if the sale price is equal to or greater than the Adjusted Borrowing Value Collateral Obligation Amount of such Collateral Obligation, (ii) any Optional Sale the trade date of which was prior to the occurrence of an Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default, and the settlement date of which is scheduled to occur on a date following such Event of Default, Unmatured Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default or (iii) any Optional Sale for which the Agent has provided consent. (ii) to the extent applicable in connection with any Optional Sale, the Servicer shall give the Document Custodian, the Collateral Administrator and the Collateral Agent a certificate of the Servicer substantially in the form of Exhibit F‑3 requesting the release of the related Collateral Obligation File in connection with such Optional Sale; (iii) such Optional Sale shall be made by the Servicer, on behalf of the Borrower (A) in accordance with the Servicing Standard, (B) reflecting arm’s length market terms and (C) in a transaction in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party (other than those which are customarily made or provided in connection with the sale of assets of such type); (iv) reserved; (v) the Principal Balance of all Equityholder Collateral Obligations (other than Warranty Collateral Obligations) sold or substituted pursuant to this Section 7.10 to the Equityholder or an Affiliate thereof at any time shall not exceed 20.0% of the Equityholder Purchased Loan Asset Balance measured as of the date of such sale or substitution; and (vi) on the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period; (ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations; (iii) no Event of Default has occurred, or would result proceeds from such Optional Sale, net of reasonable expenses incurred in connection with such Optional Sale (x) will be deposited directly into the Collection Account and no Unmatured Event (y) with respect to any sold Collateral Obligation, will be in the same Eligible Currency as such Collateral Obligation. (b) In connection with any Optional Sale, following deposit of Default or Borrowing Base Deficiency exists or would result all proceeds from such Optional Sale; and (iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available fundsthe Collateral Agent shall be deemed to release and transfer to the Borrower (or the purchaser thereof from the Borrower) without recourse, representation or warranty all of the right, title and interest of the Collateral Agent for the benefit of the Secured Parties in, to and under such Collateral Obligation(s) and related Collateral subject to such Optional Sale and such portion of the Collateral so transferred shall be released from the Lien of this Agreement. (c) The Borrower hereby agrees to pay the reasonable and documented outside counsel legal fees and out-of-pocket expenses of the Agent, the proceeds Collateral Agent, the Collateral Administrator, the Document Custodian, each Lender Agent and each Lender in connection with any Optional Sale (including, but not limited to, expenses incurred in connection with the release of the Lien of the Collateral Agent, on behalf of the Secured Parties, in the Collateral in connection with such Optional Sale), which shall in accordance with and subject to the limitations of Section 17.4. (d) In connection with any Optional Sale, the Collateral Agent shall, at least equal the aggregate Adjusted Borrowing Value sole expense of the Loan Assets being soldBorrower, execute such instruments of release prepared by the Servicer with respect to the portion of the Collateral subject to such Optional Sale to the Borrower, in recordable form if necessary, as the Borrower, or the Servicer on its behalf, may reasonably request.