Common use of Sales of Portfolio Investments Clause in Contracts

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’s-length basis at fair market value and in accordance with the Portfolio Manager’s standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and the Portfolio Manager promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) if the Designated Independent Broker-Dealer provides the highest bid, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase a Portfolio Investment on a line-item basis, then the Administrative Agent (in its sole discretion) may accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent for other Portfolio Investments in such pool) is greater than any bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders)Agent, except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of from, or prior notice to, the Administrative Agent so long as, (x) immediately prior to such sale or other disposition, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing, (y) after giving effect thereto, no Market Value Trigger Event has occurred, and no Default that would constitute an or Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing will occur and (yz) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s Servicer's standard market practices. In addition, (a) within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan or Revolving Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x), (y) and (yz) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan or Revolving Loan and shall pay any amount payable in connection with such sale or and (iib) deposit an amount equal to upon the Unfunded Exposure Amount with respect to such Portfolio Investment into request of the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if Administrative Agent within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment of any other Portfolio Investment becoming an Ineligible Investment, a senior officer of the Company proposes a plan shall, subject to clauses (x), (y) and (z) in the immediately preceding sentence, sell such Portfolio Investment that is reasonably satisfactory to the Administrative AgentInvestment. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager Servicer on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager Servicer shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email)Agent. Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager Servicer shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and at the Portfolio Manager Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) Designated Independent Dealer if the Designated Independent Broker-Dealer provides the highest bidbid in the case where bids are received in respect of the sale of such Portfolio Investments, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase purchase a Portfolio Investment on a line-item basis, then basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion) may ), then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent or any other bidder for other Portfolio Investments in such pool) is greater than any the bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’s-length basis at fair market value and in accordance with the Portfolio Manager’s standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and the Portfolio Manager promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) if the Designated Independent Broker-Dealer provides the highest bid, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase a Portfolio Investment on a line-item basis, then the Administrative Agent (in its sole discretion) may accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent for other Portfolio Investments in such pool) is greater than any bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the prior consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Trigger Event has occurred, occurred (unless such sale is made in connection with a Market Value Cure) and no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’s-length basis at fair market value and in accordance with the Portfolio Manager’s standard market practices. In addition, (a) within two (2) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or and (iib) deposit an amount equal to upon the Unfunded Exposure Amount with respect to such Portfolio Investment into request of the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if Administrative Agent within two (2) Business Days after (or such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment longer period as the Administrative Agent may agree in its sole discretion) of any other Portfolio Investment becoming an Ineligible Investment, a senior officer of the Company proposes a plan shall, subject to clauses (x) and (y) in the immediately preceding sentence, sell such Portfolio Investment that is reasonably satisfactory to the Administrative AgentInvestment. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email)Agent. Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and at the Portfolio Manager Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; (ii) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Dealer; and (iiiii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) Designated Independent Dealer if the Designated Independent Broker-Dealer provides the highest bidbid in the case where bids are received in respect of the sale of such Portfolio Investments, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase purchase a Portfolio Investment on a line-item basis, then basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion) may ), then the Administrative Agent shall accept any such line-line- item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent or any other bidder for other Portfolio Investments in such pool) is greater than any the bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s 's standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to - 27 - eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and the Portfolio Manager promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) if the Designated Independent Broker-Dealer provides the highest bid, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase a Portfolio Investment on a line-item basis, then the Administrative Agent (in its sole discretion) may accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent for other Portfolio Investments in such pool) is greater than any bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s 's standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless - 30 - such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and the Portfolio Manager promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) if the Designated Independent Broker-Dealer provides the highest bid, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase a Portfolio Investment on a line-item basis, then the Administrative Agent (in its sole discretion) may accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent for other Portfolio Investments in such pool) is greater than any bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required LendersFinancing Providers), except that, subject to Section 6.02(w6.02(x), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, occurred and no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s 's standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders Financing Providers and at least equal to the then-current fair market value values and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of an Event of Default or a Market Value Event, in connection with such sale, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and at the Portfolio Manager Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the thenDesignated Independent Broker-current fair market value and (y) Dealer if the Designated Independent Broker-Dealer provides the highest bidbid in the case where bids are received in respect of the sale of such Portfolio Investments, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase purchase a Portfolio Investment on a line-item basis, then basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion) may ), then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent or any other bidder for other Portfolio Investments in such pool) is greater than any the bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s 's standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). - 32 - In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and the Portfolio Manager promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) if the Designated Independent Broker-Dealer provides the highest bid, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase a Portfolio Investment on a line-item basis, then the Administrative Agent (in its sole discretion) may accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent for other Portfolio Investments in such pool) is greater than any bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required LendersFinancing Providers), except that, subject to Section 6.02(w6.02(x), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, occurred and no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s 's standard market practices. In addition, within two ten (210) Business Days calendar days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after distribute such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investmentto the Parent; provided that, a senior officer in the case of this clause (ii), the Parent has paid the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory an amount equal to the Administrative AgentMarket Value of such Revolving Loan or Delayed Funding Term Loan on the date of its Purchase multiplied by the then-current funded balance of such Revolving Loan or Delayed Funding Term Loan. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders Financing Providers and at least equal to the then-current fair market value values and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email). Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of an Event of Default or a Market Value Event, in connection with such sale, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and at the Portfolio Manager Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the thenDesignated Independent Broker-current fair market value and (y) Dealer if the Designated Independent Broker-Dealer provides the highest bidbid in the case where bids are received in respect of the sale of such Portfolio Investments, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase purchase a Portfolio Investment on a line-item basis, then basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion) may ), then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent or any other bidder for other Portfolio Investments in such pool) is greater than any the bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders)Agent, except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of from, or prior notice to, the Administrative Agent so long as, (x) immediately prior to such sale or other disposition, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing, (y) after giving effect thereto, no Market Value Trigger Event has occurred, and no Default that would constitute an or Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing will occur and (yz) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s Servicer's standard market practices. In addition, (a) within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan or Revolving Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x), (y) and (yz) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan or Revolving Loan and shall pay any amount payable in connection with such sale or and (iib) deposit an amount equal to upon the Unfunded Exposure Amount with respect to such Portfolio Investment into request of the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if Administrative Agent within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment of any other Portfolio Investment becoming an Ineligible Investment, a senior officer of the Company proposes a plan shall, subject to clauses (x), (y) and (z) in the immediately preceding sentence, sell such Portfolio Investment that is reasonably satisfactory to the Administrative AgentInvestment. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager Servicer on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager Servicer shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email)Agent. Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager Servicer shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and the Portfolio Manager promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) if the Designated Independent Broker-Dealer provides the highest bid, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase a Portfolio Investment on a line-item basis, then the Administrative Agent (in its sole discretion) may accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent for other Portfolio Investments in such pool) is greater than any bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s judgment (acting reasonably): (A) either:an

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the prior consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Trigger Event has occurred, occurred (unless such sale is made in connection with a Market Value Cure) and no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s 's standard market practices. In addition, (a) within two (2) Business Days (or such longer period as the Administrative Agent may agree in its sole discretion) of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or and (iib) deposit an amount equal to upon the Unfunded Exposure Amount with respect to such Portfolio Investment into request of the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if Administrative Agent within two (2) Business Days after (or such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment longer period as the Administrative Agent may agree in its sole discretion) of any other Portfolio Investment becoming an Ineligible Investment, a senior officer of the Company proposes a plan shall, subject to clauses (x) and (y) in the immediately preceding sentence, sell such Portfolio Investment that is reasonably satisfactory to the Administrative AgentInvestment. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email)Agent. Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and at the Portfolio Manager Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; (ii) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Dealer; and (iiiii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) Designated Independent Dealer if the Designated Independent Broker-Dealer provides the highest bidbid in the case where bids are received in respect of the sale of such Portfolio Investments, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase purchase a Portfolio Investment on a line-item basis, then basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion) may ), then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent or any other bidder for other Portfolio Investments in such pool) is greater than any the bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either:

Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders)Agent, except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of from, or prior notice to, the Administrative Agent so long as, (x) immediately prior to such sale or other disposition, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing, (y) after giving effect thereto, no Market Value Trigger Event has occurred, and no Default that would constitute an or Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing will occur and (yz) the sale of such asset by the Company shall be on an arm’sarm's-length basis at fair market value and in accordance with the Portfolio Manager’s Servicer's standard market practices. In addition, (a) within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan or Revolving Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x), (y) and (yz) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan or Revolving Loan and shall pay any amount payable in connection with such sale or and (iib) deposit an amount equal to upon the Unfunded Exposure Amount with respect to such Portfolio Investment into request of the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if Administrative Agent within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment of any other Portfolio Investment becoming an Ineligible Investment, a senior officer of the Company proposes a plan shall, subject to clauses (x), (y) and (z) in the immediately preceding sentence, sell such Portfolio Investment that is reasonably satisfactory to the Administrative AgentInvestment. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager Servicer on its behalf shall have any right to cause the sale, transfer or other disposition - 36 - of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), (ii) following the occurrence of a Market Value Event, the Company shall use commercially reasonable efforts to sell Portfolio Investments (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that the Administrative Agent shall only require sales at the direction of the Required Lenders and at least equal to the then-current fair market value and in accordance with the Administrative Agent’s 's standard market practices) and the proceeds from such sales shall be used to prepay the Advances outstanding hereunder and (iii) following the occurrence of a Market Value Event, the Portfolio Manager Servicer shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other Person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement except with the prior written consent of the Administrative Agent (including via email)Agent. Following the occurrence of a Market Value Event and in connection with the sale of any Portfolio Investment by or at the direction of the Administrative Agent, the Portfolio Manager Servicer shall take such actions as the Administrative Agent may reasonably request in writing (including via email) to facilitate the consummation of such sale including, without limitation and if so requested, using commercially reasonable efforts to cause any of its Affiliates acting as administrative agent with respect to such Portfolio Investment to execute and deliver an assignment agreement in respect of such Portfolio Investment naming the Administrative Agent or such other Person designated by it as assignee. Any prepayments made pursuant to this paragraph shall automatically reduce the Financing Commitments as provided in Section 4.07(c). In connection with any sale of Portfolio Investments required by the Administrative Agent following the occurrence of a Market Value Event, the Administrative Agent or a designee of the Administrative Agent shall: (i) notify the Company and at the Portfolio Manager Designated Email Notification Address promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments; and (ii) direct the Company to sell such Portfolio Investments (x) for an amount at least equal to the then-current fair market value and (y) Designated Independent Dealer if the Designated Independent Broker-Dealer provides the highest bidbid in the case where bids are received in respect of the sale of such Portfolio Investments, to the Designated Independent Broker-Dealer; it being understood that if the Designated Independent Broker-Dealer provides a bid to the Administrative Agent that is the highest bona fide bid to Purchase purchase a Portfolio Investment on a line-item basis, then basis where such Portfolio Investment is part of a pool of Portfolio Investments for which there is a bona fide bid on a pool basis proposed to be accepted by the Administrative Agent (in its sole discretion) may ), then the Administrative Agent shall accept any such line-item bid only if such line-item bid (together with any other line-item bids by the Designated Independent Broker-Dealer and proposed to be accepted by the Administrative Agent or any other bidder for other Portfolio Investments in such pool) is greater than any the bid on a pool basis. For purposes of this paragraph, the Administrative Agent shall be entitled to disregard as invalid any bid submitted by the Designated Independent Broker-Dealer if, in the Administrative Agent’s 's judgment (acting reasonably): (A) either: