Common use of Purchase and Sale Transactions Clause in Contracts

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral (other than Collateral Loans originated by Fifth Street which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxx-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan occurs as part of any aggregate sale or purchase order (other than Collateral Loans originated by Fifth Street which are subject to Section 3(b)), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be equitable for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the Borrower). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans originated by Fifth Street) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager are subjective and represents the Collateral Manager’s evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factors.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral Managed Assets (other than Collateral Loans Obligations originated by Fifth Street the BDC, which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral Borrower with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxx-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or spread or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan Obligation occurs as part of any aggregate sale or purchase order (other than Collateral Loans Obligations originated by Fifth Street the BDC which are subject to Section 3(b)) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be fair and equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the BorrowerBorrower and other factors consistent with the allocation policies of the Collateral Manager and its Affiliates). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans Obligations originated by Fifth Streetthe BDC, which are subject to Section 3(b) below) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager or its Affiliates are subjective and represents the Collateral Manager’s or such Affiliates evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral Managed Assets (other than Collateral Loans originated by Fifth Street the BDC, which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral Borrower with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxxmark-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or spread or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan occurs as part of any aggregate sale or purchase order (other than Collateral Loans originated by Fifth Street the BDC which are subject to Section 3(b)) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be fair and equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the BorrowerBorrower and other factors consistent with the allocation policies of the Collateral Manager and its Affiliates). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans originated by Fifth Streetthe BDC, which are subject to Section 3(b) below) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager or its Affiliates are subjective and represents the Collateral Manager’s or such Affiliates evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral (other than Collateral Loans Obligations originated by Fifth Street WhiteHorse Finance which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts seek to obtain the achieve best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxx-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan Obligation occurs as part of any aggregate sale or purchase order (other than Collateral Loans Obligations originated by Fifth Street WhiteHorse Finance which are subject to Section 3(b)) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the Borrower). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans Obligations originated by Fifth StreetWhiteHorse Finance which are subject to Section 3(b) below) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager are subjective and represents the Collateral Manager’s evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral (other than Collateral Loans Portfolio Investments originated by Fifth Street Sierra Income Corporation which are subject to Section 3(b) below), the Collateral Portfolio Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Portfolio Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Portfolio Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Portfolio Manager may take into consideration all factors the Collateral Portfolio Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Portfolio Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Portfolio Manager and/or its Affiliates. The Collateral Portfolio Manager may aggregate sales and purchase orders placed with respect to the Collateral with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxx-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or other appropriate basis. However, no provision in this Agreement shall require the Collateral Portfolio Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan Portfolio Investment occurs as part of any aggregate sale or purchase order (other than Collateral Loans Portfolio Investments originated by Fifth Street Sierra Income Corporation which are subject to Section 3(b)), the objective of the Collateral Portfolio Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Portfolio Manager to be equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Loan Agreement on the Borrower). The Collateral Portfolio Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Portfolio Manager (other than to Collateral Loans Portfolio Investments originated by Fifth StreetSierra Income Corporation) will generally be allocated to the Borrower in a manner that the Collateral Portfolio Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Portfolio Manager are subjective and represents the Collateral Portfolio Manager’s evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral Managed Assets (other than Collateral Loans Obligations originated by Fifth Street the BDC, which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral Borrower with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxxmark-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or spread or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan Obligation occurs as part of any aggregate sale or purchase order (other than Collateral Loans Obligations originated by Fifth Street the BDC which are subject to Section 3(b)) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be fair and equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the BorrowerBorrower and other factors consistent with the allocation policies of the Collateral Manager and its Affiliates). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans Obligations originated by Fifth Streetthe BDC, which are subject to Section 3(b) below) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager or its Affiliates are subjective and represents the Collateral Manager’s or such Affiliates evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral Managed Assets (other than Collateral Loans originated by Fifth Street AB Private Lending Fund, which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral Borrower with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxxmark-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or spread or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan occurs as part of any aggregate sale or purchase order (other than Collateral Loans originated by Fifth Street AB Private Lending Fund which are subject to Section 3(b)) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be fair and equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the BorrowerBorrower and other factors consistent with the allocation policies of the Collateral Manager and its Affiliates). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans originated by Fifth StreetAB Private Lending Fund, which are subject to Section 3(b) below) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager or its Affiliates are subjective and represents the Collateral Manager’s or such Affiliates evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.

Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral Managed Assets (other than Collateral Loans originated by Fifth Street the BDC, which are subject to Section 3(b) below), the Collateral Manager will use commercially reasonable efforts to obtain the best execution but has no obligation to obtain the lowest purchase prices or highest sale prices available. The Collateral Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Collateral Manager’s reasonable business judgment, electronic execution will improve execution quality. Subject to the objective In pursuit of obtaining best execution, the Collateral Manager may take into consideration all factors the Collateral Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Collateral Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Collateral Manager and/or its Affiliates. The Collateral Manager may aggregate sales and purchase orders placed with respect to the Collateral Borrower with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxx-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or spread or other appropriate basis. However, no provision in this Agreement shall require the Collateral Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Collateral Loan occurs as part of any aggregate sale or purchase order (other than Collateral Loans originated by Fifth Street the BDC which are subject to Section 3(b)) below), the objective of the Collateral Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Collateral Manager to be fair and equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Credit Agreement on the BorrowerBorrower and other factors consistent with the allocation policies of the Collateral Manager and its Affiliates). The Collateral Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requirements of any governing documents applicable thereto, investment opportunities sourced by the Collateral Manager (other than to Collateral Loans originated by Fifth Streetthe BDC, which are subject to Section 3(b) below) will generally be allocated to the Borrower in a manner that the Collateral Manager believes, in its reasonable business judgment, to be appropriate given factors that it believes to be relevant. The Borrower acknowledges that the determinations pursuant to this Section 3 made by the Collateral Manager or its Affiliates are subjective and represents the Collateral Manager’s or such Affiliates evaluation at the time that the Borrower will be benefited by better purchase or sales prices, lower commission expenses and beneficial timing of transactions or a combination of these and other factorstime.