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 (other than sales required by Section 10.01(c)) or in connection with the acquisition of additional Collateral Loans shall be for fair market value and, if effected with a Person that is the Equityholder or an Affiliate thereof, shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to the requirements of Section 6.1 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated, provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security to the Collateral Manager, an Affiliate of the Collateral Manager, or an Affiliate of the Issuer shall be at fair market value (or as otherwise required in connection with the repurchase or substitution of a Collateral Obligation by the Transferor under the Master Loan Sale AgreementAgreement but in no event for less than fair market value) determined as follows: the Collateral Manager shall obtain either (x) bids for such Collateral Obligation or Equity Security from three unaffiliated loan market participants (or, during if the 12-month period most recently ended prior Collateral Manager is unable to the relevant date of determination (or obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation or Equity Security from an unaffiliated loan market participant, the value determined as the bid side market value of such Collateral Loans Obligation or Equity Security either (other than Ineligible Collateral Loans and Defaulted Collateral LoansA) substituted or sold as reasonably determined by the Borrower to Affiliates of Collateral Manager (so long as the Servicer without Collateral Manager is a Registered Investment Adviser) consistent with the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed Manager Standard, which value shall be consented to by the Administrative Agent) (providedIssuer through the Independent Review Party, that the Administrative Agent in its sole discretion may consent (which may be by email) if any, as required pursuant to exclude such sale from the calculation Section 5 of the Collateral Loans substituted or sold Management Agreement and certified by the Borrower for purposes of this clause Collateral Manager to the Trustee or (iii))B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation or Equity Security for a price equal to the value so determined (iv) unless such transaction is effected or, in connection with a repurchase or substitution by the Transferor pursuant to Section 6.1 of the Master Loan Sale Agreement, during Agreement at the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent price required therein but in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)no event less than fair market value).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to the requirements of Section 6.1 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated, provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security to an Affiliate of the Collateral Manager or of the Issuer shall be at fair market value (or as otherwise required in connection with the repurchase or substitution of a Collateral Obligation by the Transferor under the Master Loan Sale AgreementAgreement but in no event for less than fair market value) determined as follows: the Collateral Manager shall obtain either (x) bids for such Collateral Obligation or Equity Security from three unaffiliated loan market participants (or, during if the 12-month period most recently ended prior Collateral Manager is unable to the relevant date of determination (or obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation or Equity Security from an unaffiliated loan market participant, the value determined as the bid side market value of such Collateral Loans Obligation or Equity Security either (other than Ineligible Collateral Loans and Defaulted Collateral LoansA) substituted or sold as reasonably determined by the Borrower Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser, or has applied to Affiliates of be a Registered Investment Adviser) consistent with the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed Manager Standard, which value shall be consented to by the Administrative Agent) (providedIssuer through the Independent Review Party, that the Administrative Agent in its sole discretion may consent (which may be by email) if any, as required pursuant to exclude such sale from the calculation Section 5 of the Collateral Loans substituted or sold Management Agreement and certified by the Borrower for purposes of this clause Collateral Manager to the Trustee or (iii))B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation or Equity Security for a price equal to the value so determined (iv) unless such transaction is effected or, in connection with a repurchase or substitution by the Transferor pursuant to Section 6.1 of the Master Loan Sale Agreement, during Agreement at the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent price required therein but in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)no event less than fair market value).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) or pursuant to Section 10.05) or in connection with the acquisition of additional Collateral Loans shall be for fair market value and, if effected with a Person that is the Equityholder or an Affiliate thereofthereof (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for fair market value as determined by the Collateral Manager in accordance with the Collateral Manager Standard, (ii) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement), (iiiii) effected in accordance with all Applicable Laws, (iiiiv) unless such transaction is effected pursuant to Section 6.1 the Principal Balance of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of all Equityholder Collateral Loans (other than Ineligible Collateral Loans and Defaulted Warranty Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent Equityholder or an Affiliate thereof may not exceed 20% of the highest Aggregate Equityholder Purchased Loan Balance measured as of the date of such sale or dividend, (v) the Principal Balance of all Equityholder Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agentother than Warranty Collateral Loans) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of are Defaulted Collateral Loans substituted or sold by the Borrower without to the consent of the Administrative Agent to Affiliates of the Servicer Equityholder or an Affiliate thereof may not exceed 10% of the Equityholder Purchased Loan Balance measured as of the date of such sale or dividend, and (vi) shall be made pursuant to a loan sale agreement or such higher percentage as agreed other transfer documentation with respect to which the representations, warranties and covenants by the Administrative Agent) of Borrower therein are customary as reasonably determined by the highest Aggregate Principal Balance of Collateral Loans of Manager in accordance with the Collateral Manager Standard and with respect to which, if such agreement governs sales to the Borrower, the Borrower during such 12-month period (provided, that has delivered a customary “true sale” opinion from nationally recognized counsel reasonably acceptable to the Administrative Agent in its sole discretion may consent (which which, for the avoidance of doubt, may be by email) to exclude such sale from the calculation of “true sale” opinion delivered on the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)Closing Date).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is the Equityholder or an Affiliate thereofof the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate; provided that in the case of any Collateral Obligation sold or otherwise transferred to an Affiliate, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Provider pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Provider to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreementsuch transfer is from a Seller, (ii) effected such transfer is from an Affiliate of the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in the Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreementbankruptcy matters delivered by Dechert LLP, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition or disposition of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Provider pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Provider to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the BDC pursuant to the Master Loan Sale AgreementAgreements, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in the Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreementbankruptcy matters delivered by Dechert LLP, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition or disposition of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Provider pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Provider to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the BDC pursuant to the Master Loan Sale AgreementAgreements, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 the first proviso of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), this paragraph and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, terms that the Administrative Agent Collateral Manager determines, based upon advice of counsel, would not adversely impact the conclusions set forth in its sole discretion may consent (which may be the opinion of counsel relating to bankruptcy matters delivered by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv))Dechert LLP.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to the requirements of Section 6.1 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated, provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security to an Affiliate of the Collateral Manager or of the Issuer shall be at fair market value (or as otherwise required in connection with the repurchase or substitution of a Collateral Obligation by the Transferor under the Master Loan Sale AgreementAgreement but in no event for less than fair market value) determined as follows: the Collateral Manager shall obtain either (x) bids for such Collateral Obligation or Equity Security from three unaffiliated loan market participants (or, during if the 12-month period most recently ended prior Collateral Manager is unable to the relevant date of determination (or obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation or Equity Security from an unaffiliated loan market participant, the value determined as the bid side market value of such Collateral Loans Obligation or Equity Security either (other than Ineligible Collateral Loans and Defaulted Collateral LoansA) substituted or sold as reasonably determined by the Borrower to Affiliates of Collateral Manager (so long as the Servicer without Collateral Manager is a Registered Investment Adviser) consistent with the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed Manager Standard, which value shall be consented to by the Administrative Agent) (providedIssuer through the Independent Review Party, that the Administrative Agent in its sole discretion may consent (which may be by email) if any, as required pursuant to exclude such sale from the calculation Section 5 of the Collateral Loans substituted or sold Management Agreement and certified by the Borrower for purposes of this clause Collateral Manager to the Trustee or (iii))B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation or Equity Security for a price equal to the value so determined (iv) unless such transaction is effected or, in connection with a repurchase or substitution by the Transferor pursuant to Section 6.1 of the Master Loan Sale Agreement, during Agreement at the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent price required therein but in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)no event less than fair market value).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition of additional Collateral Loans shall Obligations will be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall will be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 the requirements of the Loan Sale Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices provided by a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager consistent with the standard of care set forth in the Collateral Management Agreement, during the 12-month period most recently ended prior and such Affiliate shall acquire such Collateral Obligation for a price equal to the relevant date of determination value so determined; provided, further, that the Trustee has no responsibility to oversee compliance with this clause (or such lesser number of months as shall have elapsed since a) by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) such transfer is from the Transferor pursuant to the Master Loan Sale Agreement or (ii) such transfer is from an Affiliate of the Collateral Manager that is a bankruptcy-remote special purpose vehicle. (b) Upon any acquisition of a Collateral Obligation pursuant to this Article XII, all of the Issuer’s right, title and interest to the Asset or Assets will be Granted to the Trustee pursuant to this Indenture, such Asset or Assets will be Delivered to the Custodian, and, if applicable, the Custodian shall receive such Asset or Assets. The Trustee shall also receive, not later than the Subsequent Delivery Date, an Officer’s certificate of the Issuer containing the statements set forth in Section 3.1(a)(ix); provided, that such requirement will be satisfied, and after giving pro forma effect such statements will be deemed to have been made by the Issuer, in respect of such transactionacquisition by the delivery to the Trustee of a trade ticket in respect thereof that is signed by an Authorized Officer of the Collateral Manager. (c) Notwithstanding anything contained in this Article XII to the contrary and without limiting the right to make any other permitted purchases or sales, the value Issuer also has the right to effect the sale of any Asset or purchase of any Collateral Loans Obligation (other than Ineligible Collateral Loans x) that has been consented to by Noteholders evidencing (i) with respect to purchases during the Reinvestment Period and Defaulted Collateral Loans) substituted sales during or sold by after the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20Reinvestment Period, at least 75% of the highest Aggregate Principal Balance Outstanding Amount of Collateral Loans each Class of Secured Notes and at least 75% of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation Aggregate Outstanding Amount of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), Subordinated Notes and (ivii) unless such transaction is effected pursuant with respect to Section 6.1 purchases after the Reinvestment Period, 100% of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date Aggregate Outstanding Amount of determination each Class of Notes and (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agenty) of which the highest Aggregate Principal Balance of Collateral Loans of Rating Agency and the Borrower during such 12-month period Trustee have been notified. (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (ivd)).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior on terms no less favorable to the relevant date Issuer than would be the case if such Person were not so Affiliated; provided that in the case of determination any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the Collateral Manager shall obtain either (or x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation from an unaffiliated loan market participant, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation a Valuation of the Collateral Loans substituted Obligation (the highest bid provided by an unaffiliated loan market participant described in clause (x) or sold the fair market value established by the Borrower for purposes of this Valuation described in clause (iiiy), (the “Applicable Qualified Valuation”)), and (iv) unless such transaction is effected pursuant Affiliate shall acquire such Collateral Obligation for a price equal to Section 6.1 the price established by such Applicable Qualified Valuation; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Sale Agreement, during the 12-month period most recently ended prior Balance may be sold or otherwise transferred to the relevant date Transferor pursuant hereto at a price greater than the Applicable Qualified Valuation, but no greater than the Transfer Deposit Amount (and to the extent such Transfer Deposit Amount exceeds the fair market value of determination (or any such lesser number of months as Collateral Obligation, such excess shall be deemed to be a capital contribution from the Transferor to the Issuer); provided further that the Trustee shall have elapsed since the Closing Date), and after giving pro forma effect no responsibility to such transaction, the value of Defaulted Collateral Loans substituted or sold oversee compliance with this paragraph by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv))other parties.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Holder pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Holder to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the BDC pursuant to the Master Loan Sale AgreementAgreements, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in any Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since bankruptcy matters that may be delivered by Dechert LLP on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans Date (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)if applicable).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Provider pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Provider to the Issuer); provided further that, the Collateral Agent shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the BDC pursuant to the Master Loan Sale AgreementAgreements, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in any Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since bankruptcy matters that may be delivered by Dechert LLP on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans Date (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)if applicable).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) or pursuant to Section 10.05) or in connection with the acquisition of additional Collateral Loans shall be for fair market value and, if effected with a Person that is the Equityholder or an Affiliate thereofthereof (or with an account or portfolio for which the Equityholder or any of its Affiliates serves as investment adviser), shall be be, in each case except as otherwise expressly permitted under the Facility Documents, (i) for fair market value as reasonably determined by the Borrower in good faith, (ii) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement), (iiiii) effected in accordance with all Applicable Laws, (iiiiv) unless such transaction is effected pursuant to Section 6.1 the Principal Balance of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of all Equityholder Collateral Loans (other than Ineligible Collateral Loans and Defaulted Warranty Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent Equityholder or an Affiliate thereof may not exceed 20% of the highest Aggregate Equityholder Purchased Loan Balance measured as of the date of such sale or dividend, (v) the Principal Balance of all Equityholder Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agentother than Warranty Collateral Loans) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of are Defaulted Collateral Loans substituted or sold by the Borrower without to the consent of the Administrative Agent to Affiliates of the Servicer Equityholder or an Affiliate thereof may not exceed 10% of the Equityholder Purchased Loan Balance measured as of the date of such sale or dividend, and (vi) shall be made pursuant to a loan sale agreement or other transfer documentation with respect to which the representations, warranties and covenants by the Borrower therein are customary as reasonably determined by the Servicer in accordance with the Servicing Standard and with respect to which, if such higher percentage as agreed agreement governs sales to by the Borrower, the Borrower has delivered a customary “true sale” opinion from nationally recognized counsel reasonably acceptable to the Administrative Agent. (b) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold Upon each acquisition by the Borrower for purposes of a Collateral Loan, (i) all of the Borrower’s right, title and interest to such Collateral Loan shall be subject to the Lien granted to the Collateral Agent pursuant to this clause Agreement and (iv)).ii) such Collateral Loan shall be Delivered to the Collateral Agent. (c) Any direction, instruction or certificate required hereunder relating to the purchase, acquisition, sale, disposition or other transfer of a Collateral Loan may be in the form of a trade ticket, confirmation of trade, instruction to post or to commit to the trade or similar instrument or document or other written instruction (including by email or other electronic communication or file transfer protocol) from the Borrower or the Servicer on its behalf on which the Collateral Agent may rely, and each such instruction provided to the Collateral Agent provided by the Borrower (or the Servicer on its behalf) in respect of a purchase, acquisition, sale, disposition or other transfer shall be deemed to be a certification that such purchase, acquisition, sale, disposition or other transfer satisfies the requirements set forth herein. Section 10.04

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) or in connection with the acquisition of additional Collateral Loans XII shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder or an Affiliate thereofPortfolio Manager, shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Lawsthe requirements of Section 9 of the Portfolio Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that, in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the Portfolio Manager shall obtain either (x) bids for such Collateral Obligation from three unaffiliated loan market participants (or, if the Portfolio Manager is unable to obtain bids from three such participants, then such lesser number of unaffiliated loan market participants from which the Portfolio Manager can obtain bids using efforts consistent with the Portfolio Manager Standard), or (y) if the Portfolio Manager is unable to obtain any bids for such Collateral Obligation from an unaffiliated loan market participant, a Valuation of the Collateral Obligation (the highest bid provided by an unaffiliated loan market participant described in clause (x) or the fair market value established by the Valuation described in clause (y), (iii) unless the “Applicable Qualified Valuation”)), and such transaction is effected pursuant Affiliate shall acquire such Collateral Obligation for a price equal to Section 6.1 the price established by such Applicable Qualified Valuation; provided, further, that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Sale Agreement, during the 12-month period most recently ended prior Balance may be sold or otherwise transferred to the relevant Transferor pursuant hereto at a price greater than the Applicable Qualified Valuation, but no greater than the outstanding principal balance of such Collateral Obligation, together with accrued interest thereon through such date of determination (or and to the extent such lesser number of months as shall have elapsed since outstanding principal balance and accrued interest for such Collateral Obligation exceeds the Closing Date), and after giving pro forma effect to such transaction, the fair market value of any such Collateral Loans (other than Ineligible Obligation, such excess shall be deemed to be a capital contribution from the Transferor to the Issuer); provided, further, that the aggregate amount of Collateral Loans and Defaulted Collateral Loans) substituted Obligations sold to the Transferor or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent its affiliates may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed Net Purchased Loan Balance. The Trustee shall have no responsibility to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of oversee compliance with this clause (iii)), and (iva) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv))other parties.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm's length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the "bid" and "ask" prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the U.S. Retention Provider or its Affiliates pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the U.S. Retention Provider to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 such transfer is from the BDC (including subsidiaries of the BDC) pursuant to the Master Loan Sale Agreement, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in the Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since bankruptcy matters delivered by Dechert LLP on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition or disposition of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 the requirements of the Loan Sale Agreement, during the 12-month period most recently ended prior Collateral Management Agreement on terms no less favorable to the relevant date Issuer than would be the case if such Person were not so Affiliated; provided that in the case of determination (any Collateral Obligation sold or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect otherwise transferred to such transactiona Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices provided by a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may Obligations not exceed 20exceeding 15% of the highest Aggregate Principal Net Purchased Loan Balance may be sold or otherwise transferred to the Transferor pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Loans Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Borrower during such 12-month period (or such higher percentage as agreed Transferor to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv))other parties.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) or in connection with the acquisition of additional Collateral Loans shall be for fair market value and, if effected with a Person that is the Equityholder or an Affiliate thereof, shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreementhereof, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)).

Conditions Applicable to All Sale and Purchase Transactions. (aj) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to the requirements of Section 6.1 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated, provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security to the Collateral Manager, an Affiliate of the Collateral Manager, or an Affiliate of the Issuer shall be at fair market value (or as otherwise required in connection with the repurchase or substitution of a Collateral Obligation by the Transferor under the Master Loan Sale AgreementAgreement but in no event for less than fair market value) determined as follows: the Collateral Manager shall obtain either (x) bids for such Collateral Obligation or Equity Security from three unaffiliated loan market participants (or, during if the 12-month period most recently ended prior Collateral Manager is unable to the relevant date of determination (or obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation or Equity Security from an unaffiliated loan market participant, the value determined as the bid side market value of such Collateral Loans Obligation or Equity Security either (other than Ineligible Collateral Loans and Defaulted Collateral LoansA) substituted or sold as reasonably determined by the Borrower to Affiliates of Collateral Manager (so long as the Servicer without Collateral Manager is a Registered Investment Adviser) consistent with the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed Manager Standard, which value shall be consented to by the Administrative Agent) (providedIssuer through the Independent Review Party, that the Administrative Agent in its sole discretion may consent (which may be by email) if any, as required pursuant to exclude such sale from the calculation Section 5 of the Collateral Loans substituted or sold Management Agreement and certified by the Borrower for purposes of this clause Collateral Manager to the Trustee or (iii))B) as determined by a Valuation obtained by the Collateral Manager with respect thereto, and in either case such Affiliate acquires such Collateral Obligation or Equity Security for a price equal to the value so determined (iv) unless such transaction is effected or, in connection with a repurchase or substitution by the Transferor pursuant to Section 6.1 of the Master Loan Sale Agreement, during Agreement at the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent price required therein but in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)no event less than fair market value).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is the Equityholder or an Affiliate thereofof the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Schedule I of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate; provided that in the case of any Collateral Obligation sold or otherwise transferred to an Affiliate, the value thereof shall be the mid-point between the “bid” and “ask” prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Holder or its Affiliates pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Holder to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the BDC pursuant to the Master Loan Sale AgreementAgreements, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in any Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since bankruptcy matters that may be delivered by Dechert LLP on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans Date (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)if applicable).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 the requirements of Sections 3 and 5 of the Loan Sale Agreement, during the 12-month period most recently ended prior Collateral Management Agreement on terms no less favorable to the relevant date Issuer than would be the case if such Person were not so Affiliated; provided that, in the case of determination any sale of a Collateral Obligation or an Equity Security to a Person so Affiliated, the Collateral Manager shall obtain either (x) bids for such Collateral Obligation or Equity Security from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation or Equity Security from an unaffiliated loan market participant, the value as determined in accordance with clause (i)(B) of the definition of Market Value, and in either case and such Person acquires such Collateral Loans Obligation or Equity Security for a price not less than the value so determined (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or, in connection with a repurchase or sold substitution by the Borrower Transferor pursuant to Affiliates the Master Loan Sale Agreement at the price required therein but in no event less than fair market value). In the event that the value of the Servicer without Collateral Obligation or Equity Security cannot be determined in accordance with the consent foregoing clauses (x) or (y), then the value of such Collateral Obligation or Equity Security shall be as reasonably determined by the Administrative Agent may not exceed 20% of Collateral Manager consistent with the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed Manager Standard, which value shall be consented to by the Administrative Agent) (provided, that Issuer through the Administrative Agent in its sole discretion may consent (which may be by email) Independent Review Party as required pursuant to exclude such sale from the calculation Section 5 of the Collateral Loans substituted or sold Management Agreement and certified by the Borrower Collateral Manager to the Collateral Trustee and such Person acquires such Collateral Obligation or Equity Security for purposes a price not less than the value so determined (or, in connection with a repurchase or substitution by the Transferor pursuant to the Master Loan Sale Agreement at the price required therein but in no event less than fair market value). The Collateral Trustee shall have no responsibility to oversee compliance by the other parties of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)12.4(a).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm's length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the "bid" and "ask" prices to the extent such prices are obtained from a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Holder pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Holder to the Issuer); provided further that, the Collateral Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the BDC pursuant to the Master Loan Sale AgreementAgreements, (ii) effected such transfer is from an Affiliate of the BDC or the Collateral Manager that is a bankruptcy-remote special purpose vehicle or (iii) such transfer is made in accordance with all Applicable Lawsthe first proviso of this paragraph and other terms that the Collateral Manager determines, (iii) unless such transaction is effected pursuant based upon advice of counsel, would not adversely impact the conclusions set forth in the Opinion of Counsel relating to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since bankruptcy matters delivered by Dechert LLP on the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv)).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 the requirements of Sections 3 and 5 of the Loan Sale Agreement, during the 12-month period most recently ended prior Collateral Management Agreement on terms no less favorable to the relevant date Issuer than would be the case if such Person were not so Affiliated; provided that, in the case of determination any sale of a Collateral Obligation or an Equity Security to a Person so Affiliated, the Collateral Manager shall obtain either (x) bids for such Collateral Obligation or Equity Security from three unaffiliated loan market participants (or, if the Collateral Manager is unable to obtain bids from three such participants, then such lesser number of months as shall have elapsed since unaffiliated loan market participants from which the Closing DateCollateral Manager can obtain bids using efforts consistent with the Collateral Manager Standard), and after giving pro forma effect or (y) if the Collateral Manager is unable to obtain any bids for such transactionCollateral Obligation or Equity Security from an unaffiliated loan market participant, the value as determined in accordance with clause (i)(B) of the definition of Market Value, and in either case and such Person acquires such Collateral Loans Obligation or Equity Security for a price not less than the value so determined (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or, in connection with a repurchase or sold substitution by the Borrower Transferor pursuant to Affiliates the Master Loan Sale Agreement at the price required therein but in no event less than fair market value). In the event that the value of the Servicer without Collateral Obligation or Equity Security cannot be determined in accordance with the consent foregoing clauses (x) or (y), then the value of such Collateral Obligation or Equity Security shall be as reasonably determined by the Administrative Agent may not exceed 20% of Collateral Manager (so long as the highest Aggregate Principal Balance of Collateral Loans of Manager is a Registered Investment Adviser) consistent with the Borrower during such 12-month period (or such higher percentage as agreed Collateral Manager Standard, which value shall be consented to by the Administrative Agent) (provided, that Issuer through the Administrative Agent in its sole discretion may consent (which may be by email) Independent Review Party as required pursuant to exclude such sale from the calculation Section 5 of the Collateral Loans substituted or sold Management Agreement and certified by the Borrower Collateral Manager to the Collateral Agent and such Person acquires such Collateral Obligation or Equity Security for purposes of this clause a price not less than the value so determined (iii))or, and (iv) unless such transaction is effected in connection with a repurchase or substitution by the Transferor pursuant to Section 6.1 of the Master Loan Sale Agreement, during Agreement at the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as price required therein but in no event less than fair market value). The Collateral Agent shall have elapsed since the Closing Date), and after giving pro forma effect no responsibility to such transaction, the value of Defaulted Collateral Loans substituted or sold oversee compliance by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of other parties pursuant this clause (iv)Section 12.4(a).

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person that is Affiliated with the Equityholder Collateral Manager (or with an Affiliate thereofaccount or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices provided by a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser) consistent with the Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided further that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the U.S. Retention Holder pursuant to this Indenture at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Transfer Deposit Amount of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the U.S. Retention Holder to the Issuer); provided further that, the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in this Article XII to the contrary, after the Closing Date, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless (i) in compliance with Section 5.03(h) hereof or Section 6.1 of such transfer is from the U.S. Retention Holder pursuant to the Master Loan Sale Agreement, Agreement or (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction transfer is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation an Affiliate of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction Manager that is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12a bankruptcy-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv))remote special purpose vehicle.

Conditions Applicable to All Sale and Purchase Transactions. (a) Any transaction effected under this Article X (other than sales required by Section 10.01(c)) XII or in connection with the acquisition acquisition, disposition or substitution of additional Collateral Loans any Asset shall be for fair market value conducted on an arm’s length basis and, if effected with a Person Affiliated with the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected on terms no less favorable to the Issuer than would be the case if such Person were not so Affiliated; provided that in the case of any Collateral Obligation sold or otherwise transferred to a Person so Affiliated, the value thereof shall be the mid-point between the “bid” and “ask” prices provided by a nationally recognized independent pricing service or, if unavailable or determined by the Collateral Manager to be unreliable, the fair market value of such Collateral Obligation as reasonably determined by the Collateral Manager (so long as the Collateral Manager is a Registered Investment Adviser, or has applied to be a Registered Investment Adviser) consistent with the Equityholder Collateral Manager Standard, and such Affiliate shall acquire such Collateral Obligation for a price equal to the value so determined; provided that an aggregate amount of Collateral Obligations not exceeding 15% of the Net Purchased Loan Balance may be sold or otherwise transferred to the Retention Holder at a price greater than the value determined pursuant to the immediately preceding proviso, but no greater than the Principal Balance of such Collateral Obligation, together with accrued interest thereon through such date of determination, of any such Collateral Obligation (and to the extent such price exceeds the fair market value of any such Collateral Obligation, such excess shall be deemed to be a capital contribution from the Retention Holder to the Issuer); provided, further, that the Trustee shall have no responsibility to oversee compliance with this paragraph by the other parties. Notwithstanding anything contained in Article XII to the contrary, the Issuer shall not acquire any Collateral Obligation from an Affiliate of the Collateral Manager unless such transfer is from the Retention Holder or an Affiliate thereof, shall be (i) in compliance with Section 5.03(h) hereof or Section 6.1 of the Loan Sale Agreement, (ii) effected in accordance with all Applicable Laws, (iii) unless such transaction is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Collateral Loans (other than Ineligible Collateral Loans and Defaulted Collateral Loans) substituted or sold by the Borrower to Affiliates of the Servicer without the consent of the Administrative Agent may not exceed 20% of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (or such higher percentage as agreed to by the Administrative Agent) (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iii)), and (iv) unless such transaction Manager that is effected pursuant to Section 6.1 of the Loan Sale Agreement, during the 12a bankruptcy-month period most recently ended prior to the relevant date of determination (or such lesser number of months as shall have elapsed since the Closing Date), and after giving pro forma effect to such transaction, the value of Defaulted Collateral Loans substituted or sold by the Borrower without the consent of the Administrative Agent to Affiliates of the Servicer may not exceed 10% (or such higher percentage as agreed to by the Administrative Agent) of the highest Aggregate Principal Balance of Collateral Loans of the Borrower during such 12-month period (provided, that the Administrative Agent in its sole discretion may consent (which may be by email) to exclude such sale from the calculation of the Collateral Loans substituted or sold by the Borrower for purposes of this clause (iv))remote special purpose vehicle.