Common use of Conditions Applicable to All Sale and Purchase Transactions Clause in Contracts

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets if effected with the Equityholder or a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility 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, (iii) effected in accordance with all Applicable Laws, and (iv) no selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager on behalf of the Borrower) in selecting the Collateral Assets for acquisition. (b) Upon each acquisition by the Borrower of a Collateral Asset (i) all of the Borrower’s right, title and interest to such Collateral Asset shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset shall be Delivered to the Custodian on behalf of the Collateral Agent. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall include, without limitation, any sale, purchase or substitution (each, a “reference transaction”), any other sale, purchase or substitution (or commitment with respect thereto) occurring within the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets Loans if effected with the Equityholder or a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for Fair Market Valuefair 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, (iii) effected in accordance with all Applicable Laws, and (iv) no adverse selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager on behalf of the Borrower) in selecting the Collateral Assets Loans for acquisition. (b) Upon each acquisition by the Borrower of a Collateral Asset Loan (i) all of the Borrower’s right, title and interest to such Collateral Asset Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset Loan shall be Delivered to the Custodian on behalf of the Collateral Agent. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall include, without limitation, any sale, purchase or substitution (each, a “reference transaction”), any other sale, purchase or substitution (or commitment with respect thereto) occurring within the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets Loans if effected with the Equityholder Parent or a Person that is an Affiliate of the Equityholder Parent (or with an account or portfolio for which the Equityholder Parent or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, Documents (i) for Fair Market Valuefair 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, (iii) effected in accordance with all Applicable Laws, and (iv) no adverse selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) in selecting the Collateral Assets Loans for acquisition. (b) Upon each acquisition by the Borrower of a Collateral Asset Loan (i) all of the Borrower’s right, title and interest to such Collateral Asset Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset Loan shall be Delivered to the Collateral Custodian on behalf of the Collateral AgentAgent and further credited to the Collateral Account in accordance with the terms of this Agreement. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall includemean, without limitation, with respect to any sale, purchase or substitution (each, a “reference transaction”), any other sale, purchase or substitution (or commitment with respect thereto) occurring within the cure period for a Borrowing Base Deficiency Test as set forth in Section 6.01(n6.01(o). (d) Any Proper Instructions provided to the Collateral Agent in respect of any acquisition shall be deemed to be a certification by the Borrower that the conditions to such acquisition are satisfied.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets Loans if effected with the Equityholder or a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for Fair Market Valuefair 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, (iii) effected in accordance with all Applicable Laws, and (iv) no adverse selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) in selecting the Collateral Assets Loans for acquisition. (b) Upon each acquisition by the Borrower of a Collateral Asset Loan (i) all of the Borrower’s right, title and interest to such Collateral Asset Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset Loan shall be Delivered to the Document Custodian on behalf of the Collateral Agent. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall include, without limitation, any sale, purchase or substitution (each, a “reference transaction”), any other sale, purchase or substitution (or commitment with respect thereto) occurring within the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n). (d) Any Proper Instructions provided to the Collateral Agent in respect of any acquisition or sale shall be deemed to be a certification by the Borrower that the conditions to such acquisition, sale or substitution are satisfied.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X XII or in connection with the acquisition of additional Collateral Assets Obligations during the Ramp-Up Period shall be conducted on an arm’s length basis and, if effected with the Equityholder or a Person that is an Affiliate Affiliated with the Portfolio Manager, shall be effected in accordance with the requirements of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for Fair Market Value, (ii) Portfolio Management Agreement on terms no less favorable to the Borrower Issuer than would be the case if such Person were not an Affiliate or as otherwise expressly permitted in so Affiliated, provided, that the Trustee shall have no responsibility to oversee compliance with this Agreement, clause (iiia) effected in accordance with all Applicable Laws, and (iv) no selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager on behalf of the Borrower) in selecting the Collateral Assets for acquisitionother parties. (b) Upon each any acquisition by the Borrower of a Collateral Asset (i) Obligation pursuant to this Article XII, all of the BorrowerIssuer’s right, title and interest to such Collateral Asset the Pledged Obligation or Pledged Obligations shall be subject Granted to the Lien granted to the Collateral Agent Trustee pursuant to this Agreement and (ii) Indenture, such Collateral Asset Pledged Obligations shall be Delivered to the Custodian on behalf of the Collateral AgentTrustee. (c) For purposes The Portfolio Manager may engage in certain trading activities incidental to the acquisition of Collateral Obligations, such as entering into netting transactions where a portion of an initial commitment is sold prior to settlement. Such sales or netting of commitments prior to settlement will not constitute acquisitions or dispositions of Collateral Obligations under the Indenture. (d) Notwithstanding anything contained in this Article XXII to the contrary, the term “substantially concurrent” Issuer shall have the right to effect any sale of any Pledged Obligation or similar phrase shall include, without limitation, purchase of any sale, purchase or substitution Collateral Obligation (each, x) that has been consented to by a “reference transaction”), any other sale, purchase or substitution Supermajority of each Class of Notes and (or commitment with respect theretoy) occurring within of which the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n).Trustee and Moody’s has been notified. 125

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets Loans if effected with the Equityholder or a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for Fair Market Valuefair 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, (iii) effected in accordance with all Applicable Laws, and (iv) no adverse selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) in selecting the Collateral Assets Loans for acquisition. (b) Upon each acquisition by the Borrower of a Collateral Asset Loan (i) all of the Borrower’s right, title and interest to such Collateral Asset Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset Loan shall be Delivered to the Custodian on behalf of the Collateral Agent. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall include, without limitation, any sale, purchase or substitution (each, a “reference transaction”), any other sale, purchase or substitution (or commitment with respect thereto) occurring within the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n). (d) Any Proper Instructions provided to the Collateral Agent in respect of any acquisition or sale shall be deemed to be a certification by the Borrower that the conditions to such acquisition, sale or substitution are satisfied.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any Except as provided in Section 10.06, any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets Portfolio Investments, in each case, if effected with the Equityholder or a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for Fair Market Valuefair 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 (iv) no material adverse selection of procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager Servier on behalf of the Borrower) in selecting the Collateral Assets Portfolio Investments for such transaction or acquisition (which condition shall be satisfied to the extent the Borrowing Base is maintained or improved after giving effect to such transaction or acquisition). (b) Upon each acquisition by the Borrower of a Collateral Asset (i) all of the Borrower’s right, title and interest to such Collateral Asset shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset shall be Delivered to the Custodian on behalf of the Collateral Agent. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall include, without limitation, with respect to any sale, purchase purchase, or substitution (each, a “reference transaction”), any other sale, purchase purchase, or substitution (or commitment with respect thereto) occurring after the reference transaction within the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n2.05(c). (c) Any Proper Instructions provided to the Collateral Agent in respect of any acquisition shall be deemed to be a certification by the Borrower that the conditions to such acquisition are satisfied.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X or in connection with the acquisition of additional Collateral Assets Loans if effected with the Equityholder or a Person that is an Affiliate of the Equityholder (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for Fair Market Valuefair 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, (iii) effected in accordance with all Applicable Laws, and (iv) no adverse selection procedures intended to be adverse shall be employed by the Borrower (or the Collateral Manager Servicer on behalf of the Borrower) in selecting the Collateral Assets Loans for acquisition. (b) Upon each acquisition by the Borrower of a Collateral Asset Loan (i) all of the Borrower’s right, title and interest to such Collateral Asset Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this Agreement and (ii) such Collateral Asset Loan shall be Delivered to the Document Custodian on behalf of the Collateral Agent. (c) For purposes of this Article X, the term “substantially concurrent” or similar phrase shall include, without limitation, any sale, purchase or substitution (each, a “reference USActive 60140401.11 transaction”), any other sale, purchase or substitution (or commitment with respect thereto) occurring within the cure period for a Borrowing Base Deficiency as set forth in Section 6.01(n). (d) Any Proper Instructions provided to the Collateral Agent in respect of any acquisition or sale shall be deemed to be a certification by the Borrower that the conditions to such acquisition, sale or substitution are satisfied.