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 Financing Providers), except that, subject to Section 6.02(hh), (i) the Company may make Permitted Distributions and Permitted RIC Distributions permitted by Article VI and (ii) the Company may sell any Portfolio Investment, Ineligible Investment or other asset so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the sale of such Portfolio Investment by the Company shall be on an arm’s-length basis. As used herein, “Ineligible Investment” means any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) to the Seller pursuant to the terms of the Sale Agreement. Notwithstanding anything in this Agreement to the contrary: (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 Accounts) without the consent 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 Financing Providers and at then-current fair market values and in accordance with the Administrative Agent’s standard market practices) 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. In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, the Company hereby appoints the Administrative Agent as the Company’s attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales). None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager or any other person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person in connection with any such sale, so long as, in the case of the Administrative Agent only, any such sale does not violate applicable law.

Sales of Portfolio Investments. (a) 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 Financing Providers), except that, subject to Section 6.02(hh6.03(r), the Company may (i) the Company may make Permitted Distributions and Permitted RIC Tax Distributions permitted by Article VI and VI, (ii) make transfers of assets on deposit in the Company may Excluded Permitted Distribution Account and (iii) sell any Portfolio Investment, Ineligible Investment, any portion of a Portfolio Investment constituting any Excess Concentration Amount or other asset so long asas such sale is on an arm's length basis at no less than fair market value and, (x) after giving effect thereto, either (x) no Market Value Event has Cure Failure shall have occurred and no Default or Event of Default has shall have occurred and is be continuing and (or, in each case, would result from such sale) or (y) if a Market Value Cure Failure has occurred or a Default or Event of Default shall have occurred and be continuing, the LTV Ratio after giving effect to such sale is not greater than the LTV Ratio prior to such sale, provided that, notwithstanding the occurrence of such Portfolio Investment by any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement, provided that in the case of any sale pursuant to this clause (iii), the Company or the Servicer on an arm’s-length basisits behalf shall provide to the Administrative Agent prompt written notice of such sale. As used hereinAny trade ticket or other direction or instruction from the Company (or the Servicer on its behalf) in connection with any sale, “Ineligible Investment” means transfer or other disposition of any Portfolio Investment or any other asset shall be deemed to constitute a certification that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment related conditions have been satisfied. (as defined in the Sale Agreementb) to the Seller pursuant to the terms of the Sale Agreement. Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence of a Market Value Cure Failure or 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 saleServicer may sell, transfer or other disposition otherwise dispose of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the consent of the Administrative Agent, provided that, notwithstanding the occurrence of any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company or the Servicer on its behalf shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement and (ii) following the occurrence of a Market Value EventCure Failure, (A) the Company and the Servicer 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 Financing Providers and at prices at least equal to the then-current fair market values and in accordance with the Administrative Agent’s 's standard market practices) and (iiiB) the proceeds of any such sale shall be deposited into the Proceeds Collection Account or the applicable Permitted Non-USD Currency Principal Collection Account; provided that in connection with any sale of Portfolio Investments required by the Administrative Agent (or the Required Financing Providers) pursuant to (x) the preceding clause (ii) or (y) Section 8.02(c) following the occurrence and during the continuance of an Event of Default, in connection with such sale, the Administrative Agent shall (a) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Broker-Dealer, (b) use reasonable efforts to notify the Company at the Designated Email Notification Addresses promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments and (c) sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer provides the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, 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 where such Portfolio Investment is part of a Market Value Eventpool 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), 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 or any other bidder for other Portfolio Investments in such pool) is greater than 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 any Independent Broker-Dealer if, in the Administrative Agent's good faith judgment: (i) either (x) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Manager shall have no right Investments or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the relevant Portfolio Investments or (y) such Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to act on behalf ofobtain any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or (ii) such bid is not bona fide, including, without limitation, due to (x) the insolvency of the Independent Broker-Dealer or (y) the inability, failure or refusal of the Independent Broker-Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise direct, settle transactions in the Company, the Administrative Agent, the Collateral Agent relevant market or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement. perform its obligations generally. (c) In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, (a) the Company hereby appoints the Administrative Agent as the Company’s 's attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales)) and (b) the Company and the Servicer may not act without the consent of the Administrative Agent. None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager Servicer or any other person Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person Person in connection with any such sale, so long as, in the case of the Administrative Agent and the Collateral Agent only, any such sale does not violate applicable lawApplicable Law. (d) With respect to any disposition of a Portfolio Investment permitted by this Agreement, upon the settlement date of such sale the security interest granted herein with respect to such Collateral shall automatically (and without further action by any party) terminate and all rights to such Collateral shall revert to the Company. Upon any such termination and receipt of a certification of the Company (or the Servicer on its behalf) that all conditions to such sale, transfer or disposition have been complied with (which certification shall be deemed given upon delivery by the Company or the Servicer on its behalf of any issuer order or trade ticket in connection with such sale, transfer or disposition) the Collateral Agent will, at the Company's sole expense and direction, deliver to the Company, or cause the Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing such Collateral held by the Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination. (e) In addition and without limitation to the foregoing restrictions, the sum of the principal balance of all Affiliate Portfolio Investments sold by the Company to the Parent, or any Affiliate thereof, or released to such Parent as a dividend, other than pursuant to either clause (y) of Section 2.03(e), shall not exceed twenty percent (20%) of the Affiliate Purchased Investment Balance.

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 Financing Providers), except that, subject to Section 6.02(hh), (i) the Company may make Permitted Distributions and Permitted RIC Tax Distributions permitted by Article VI and (ii) the Company may sell any Portfolio Investment, Ineligible Investment or other asset so long as, (x) after giving effect thereto, no Market Value Event has occurred and no Default or Event of Default has occurred and is continuing and (y) the sale of such Portfolio Investment by the Company shall be on an arm’s-length basis. As used herein, “Ineligible Investment” means any Portfolio Investment that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) to the Seller pursuant to the terms of the Sale Agreement; provided that with respect to any Portfolio Investment for which the Administrative Agent has waived one or more of the criteria set forth on Schedule 3, the Eligibility Criteria in respect of such Portfolio Investment shall be deemed not to include such waived criteria at any time after such waiver and such Portfolio Investment shall not be considered an “Ineligible Investment” by reason of its failure to meet such waived criteria; provided further that any Portfolio Investment which has not been approved by the Administrative Agent pursuant to Section 1.02 on or prior to its Trade Date will be deemed to be an Ineligible Investment until such later date (if any) on which such Portfolio Investment is so approved. Notwithstanding anything in this Agreement to the contrary: (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 Accounts) without the consent 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 Financing Providers and at then-current fair market values and in accordance with the Administrative Agent’s standard market practices) and, (iii) following the occurrence and during the continuance of an Event of Default or following the occurrence of a Market Value Event, the proceeds from any sales of Portfolio Investments shall be used to prepay the Advances outstanding hereunder and (iiiiv) 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. In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, the Company hereby appoints the Administrative Agent as the Company’s attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales). None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager or any other person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person in connection with any such sale, so long as, in the case of the Administrative Agent only, any such sale does not violate applicable law.

Sales of Portfolio Investments. (a) 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 Financing Providers), except that, subject to Section 6.02(hh6.03(r), the Company may (i) the Company may make Permitted Distributions and Permitted RIC Distributions permitted by Article VI and VI, (ii) make transfers of assets on deposit in the Company may Excluded Permitted Distribution Account, (iii) subject to clause (A)(x) and (y) below, sell any Portfolio Investment in connection with the exercise by Antares of its buyout rights in accordance with Annex A of the Relationship Agreement and (iv) sell any Portfolio Investment, Ineligible Investment, any portion of a Portfolio Investment constituting any Excess Concentration Amount or other asset (A) so long asas such sale is on an arm’s length basis at no less than fair market value and, (x) after giving effect thereto, either (x) no Market Value Event has Cure Failure shall have occurred and no Default or Event of Default has shall have occurred and is be continuing and (or, in each case, would result from such sale) or (y) if a Market Value Cure Failure has occurred or a Default or Event of Default shall have occurred and be continuing, the LTV Ratio after giving effect to such sale is not greater than the LTV Ratio prior to such sale, provided that, notwithstanding the occurrence of such Portfolio Investment by any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be on permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement or (B) pursuant to an arm’s-length basis. As used herein, “Ineligible Investment” means exercise of a purchase option contained in any of the underlying agreements with respect to a Portfolio Investment at or above the outstanding principal amount thereof, provided that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) case of any sale pursuant to this clause (iv), the Company shall provide to the Seller pursuant to the terms Administrative Agent prompt written notice of the Sale Agreement. such sale. (b) Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence of a Market Value Cure Failure or 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 salemay not sell, transfer or other disposition otherwise dispose of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the consent of the Administrative Agent, provided that, notwithstanding the occurrence of any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement and (ii) following the occurrence of a Market Value EventCure Failure, (A) 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 each such sale shall only require sales be made at the direction of the Required Financing Providers and Providers) at then-current fair market values and in accordance with the Administrative Agent’s standard market practices) practices and (iiiB) the proceeds of any such sale shall be deposited into the Proceeds Collection Account or the applicable Permitted Non-USD Currency Account; provided that in connection with any sale of Portfolio Investments required by the Administrative Agent (or the Required Financing Providers) pursuant to (x) the preceding clause (ii) or (y) Section 8.02(c) following the occurrence and during the continuance of an Event of Default, in connection with such sale, the Administrative Agent shall (a) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Broker-Dealer, (b) use reasonable efforts to notify the Company at the Designated Email Notification Addresses promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments and (c) sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer provides the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, 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 where such Portfolio Investment is part of a Market Value Eventpool 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), 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 or any other bidder for other Portfolio Investments in such pool) is greater than 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 any Independent Broker-Dealer if, in the Administrative Agent’s good faith judgment: (i) either (x) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Manager shall have no right Investments or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the relevant Portfolio Investments or (y) such Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to act on behalf ofobtain any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or (ii) such bid is not bona fide, including, without limitation, due to (x) the insolvency of the Independent Broker-Dealer or (y) the inability, failure or refusal of the Independent Broker-Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise direct, settle transactions in the Company, the Administrative Agent, the Collateral Agent relevant market or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement. perform its obligations generally. (c) In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, (a) the Company hereby appoints the Administrative Agent as the Company’s attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales)) and (b) the Company may not act without the consent of the Administrative Agent. None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager Company or any other person Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person Person in connection with any such sale, so long as, in the case of the Administrative Agent and the Collateral Agent only, any such sale does not violate applicable law. (d) With respect to any disposition of a Portfolio Investment permitted by this Agreement, upon the settlement date of such sale the security interest granted herein with respect to such Collateral shall automatically (and without further action by any party) terminate and all rights to such Collateral shall revert to the Company. Upon any such termination, the Collateral Agent will, at the Company’s sole expense, deliver to the Company, or cause the Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing such Collateral held by the Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.

Sales of Portfolio Investments. (a) 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 Financing Providers), except that, subject to Section 6.02(hh6.03(r), the Company may (i) the Company may make Permitted Distributions and Permitted RIC Distributions permitted by Article VI and VI, (ii) make transfers of assets on deposit in the Company may Excluded Permitted Distribution Account, (iii) subject to clause (A)(x) and (y) below, sell any Portfolio Investment in connection with the exercise by Antares of its buyout rights in accordance with Section 7.4 of the HoldCo LLC Agreement and (iv) sell any Portfolio Investment, Ineligible Investment, any portion of a Portfolio Investment constituting any Excess Concentration Amount or other asset (A) so long asas such sale is on an arm’s length basis at no less than fair market value and, (x) after giving effect thereto, either (x) no Market Value Event has Cure Failure shall have occurred and no Default or Event of Default has shall have occurred and is be continuing and (or, in each case, would result from such sale) or (y) if a Market Value Cure Failure has occurred or a Default or Event of Default shall have occurred and be continuing, the LTV Ratio after giving effect to such sale is not greater than the LTV Ratio prior to such sale, provided that, notwithstanding the occurrence of such Portfolio Investment by any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be on permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement or (B) pursuant to an arm’s-length basis. As used herein, “Ineligible Investment” means exercise of a purchase option contained in any of the underlying agreements with respect to a Portfolio Investment at or above the outstanding principal amount thereof, provided that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) case of any sale pursuant to this clause (iii), the Company shall provide to the Seller pursuant to the terms Administrative Agent prompt written notice of the Sale Agreement. such sale. (b) Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence of a Market Value Cure Failure or 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 salemay not sell, transfer or other disposition otherwise dispose of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the consent of the Administrative Agent, provided that, notwithstanding the occurrence of any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement and (ii) following the occurrence of a Market Value EventCure Failure, (A) 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 each such sale shall only require sales be made at the direction of the Required Financing Providers and Providers) at then-current fair market values and in accordance with the Administrative Agent’s standard market practices) practices and (iiiB) the proceeds of any such sale shall be deposited into the Proceeds Collection Account or the applicable Permitted Non-USD Currency Account; provided that in connection with any sale of Portfolio Investments required by the Administrative Agent (or the Required Financing Providers) pursuant to (x) the preceding clause (ii) or (y) Section 8.02(c) following the occurrence and during the continuance of an Event of Default, in connection with such sale, the Administrative Agent shall (a) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Broker-Dealer, (b) use reasonable efforts to notify the Company at the Designated Email Notification Addresses promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments and (c) sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer provides the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, 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 where such Portfolio Investment is part of a Market Value Eventpool 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), 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 or any other bidder for other Portfolio Investments in such pool) is greater than 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 any Independent Broker-Dealer if, in the Administrative Agent’s good faith judgment: (i) either (x) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Manager shall have no right Investments or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the relevant Portfolio Investments or (y) such Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to act on behalf ofobtain any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or (ii) such bid is not bona fide, including, without limitation, due to (x) the insolvency of the Independent Broker-Dealer or (y) the inability, failure or refusal of the Independent Broker-Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise direct, settle transactions in the Company, the Administrative Agent, the Collateral Agent relevant market or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement. perform its obligations generally. (c) In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, (a) the Company hereby appoints the Administrative Agent as the Company’s attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales)) and (b) the Company may not act without the consent of the Administrative Agent. None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager Company or any other person Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person Person in connection with any such sale, so long as, in the case of the Administrative Agent and the Collateral Agent only, any such sale does not violate applicable law. (d) With respect to any disposition of a Portfolio Investment permitted by this Agreement, upon the settlement date of such sale the security interest granted herein with respect to such Collateral shall automatically (and without further action by any party) terminate and all rights to such Collateral shall revert to the Company. Upon any such termination, the Collateral Agent will, at the Company’s sole expense, deliver to the Company, or cause the Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing such Collateral held by the Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.

Sales of Portfolio Investments. (a) 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 Financing Providers), except that, subject to Section 6.02(hh6.03(r), the Company may (i) the Company may make Permitted Distributions and Permitted RIC Distributions permitted by Article VI and VI, (ii) make transfers of assets on deposit in the Company may Excluded Permitted Distribution Account, (iii) subject to clause (A)(x) and (y) below, sell any Portfolio Investment in connection with the exercise by Antares of its buyout rights in accordance with Annex A of the Relationship Agreement and (iv) sell any Portfolio Investment, Ineligible Investment, any portion of a Portfolio Investment constituting any Excess Concentration Amount or other asset (A) so long asas such sale is on an arm's length basis at no less than fair market value and, (x) after giving effect thereto, either (x) no Market Value Event has Cure Failure shall have occurred and no Default or Event of Default has shall have occurred and is be continuing and (or, in each case, would result from such sale) or (y) if a Market Value Cure Failure has occurred or a Default or Event of Default shall have occurred and be continuing, the LTV Ratio after giving effect to such sale is not greater than the LTV Ratio prior to such sale, provided that, notwithstanding the occurrence of such Portfolio Investment by any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be on permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement or (B) pursuant to an arm’s-length basis. As used herein, “Ineligible Investment” means exercise of a purchase option contained in any of the underlying agreements with respect to a Portfolio Investment at or above the outstanding principal amount thereof, provided that fails, at any time, to satisfy the Eligibility Criteria. The Company may sell any Warranty Portfolio Investment (as defined in the Sale Agreement) case of any sale pursuant to this clause (iv), the Company shall provide to the Seller pursuant to the terms Administrative Agent prompt written notice of the Sale Agreement. such sale. (b) Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence of a Market Value Cure Failure or 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 salemay not sell, transfer or other disposition otherwise dispose of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the consent of the Administrative Agent, provided that, notwithstanding the occurrence of any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement and (ii) following the occurrence of a Market Value EventCure Failure, (A) 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 each such sale shall only require sales be made at the direction of the Required Financing Providers and Providers) at then-current fair market values and in accordance with the Administrative Agent’s 's standard market practices) practices and (iiiB) the proceeds of any such sale shall be deposited into the Proceeds Collection Account or the applicable Permitted Non-USD Currency Account; provided that in connection with any sale of Portfolio Investments required by the Administrative Agent (or the Required Financing Providers) pursuant to (x) the preceding clause (ii) or (y) Section 8.02(c) following the occurrence and during the continuance of an Event of Default, in connection with such sale, the Administrative Agent shall (a) use commercially reasonable efforts to solicit a bid for such Portfolio Investments from the Designated Independent Broker-Dealer, (b) use reasonable efforts to notify the Company at the Designated Email Notification Addresses promptly upon distribution of bid solicitations regarding the sale of such Portfolio Investments and (c) sell such Portfolio Investments to the Designated Independent Broker-Dealer if the Designated Independent Broker-Dealer provides the highest bid in the case where bids are received in respect of the sale of such Portfolio Investments, 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 where such Portfolio Investment is part of a Market Value Eventpool 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), 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 or any other bidder for other Portfolio Investments in such pool) is greater than 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 any Independent Broker-Dealer if, in the Administrative Agent's good faith judgment: (i) either (x) such Independent Broker-Dealer is ineligible to accept assignment or transfer of the relevant Portfolio Manager shall have no right Investments or any portion thereof, as applicable, substantially in accordance with the then-current market practice in the principal market for the relevant Portfolio Investments or (y) such Independent Broker-Dealer would not, through the exercise of its commercially reasonable efforts, be able to act on behalf ofobtain any consent required under any agreement or instrument governing or otherwise relating to the relevant Portfolio Investments to the assignment or transfer of the relevant Portfolio Investments or any portion thereof, as applicable, to it; or (ii) such bid is not bona fide, including, without limitation, due to (x) the insolvency of the Independent Broker-Dealer or (y) the inability, failure or refusal of the Independent Broker-Dealer to settle the purchase of the relevant Portfolio Investments or any portion thereof, as applicable, or otherwise direct, settle transactions in the Company, the Administrative Agent, the Collateral Agent relevant market or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement. perform its obligations generally. (c) In connection with any sale of a Portfolio Investment directed by the Administrative Agent pursuant to this Section 1.04 and the application of the net proceeds thereof, (a) the Company hereby appoints the Administrative Agent as the Company’s 's attorney-in-fact (it being understood that the Administrative Agent shall not be deemed to have assumed any of the obligations of the Company by this appointment), with full authority in the place and stead of the Company and in the name of the Company to effectuate the provisions of this Section 1.04 (including, without limitation, the power to execute any instrument which the Administrative Agent or the Required Financing Providers may deem necessary or advisable to accomplish the purposes of this Section 1.04 or any direction or notice to the Collateral Agent in respect to the application of net proceeds of any such sales)) and (b) the Company may not act without the consent of the Administrative Agent. None of the Administrative Agent, the Financing Providers, the Collateral Administrator, the Securities Intermediary, the Collateral Agent nor any Affiliate of any thereof shall incur any liability to the Company, the Portfolio Manager Company or any other person Person in connection with any sale effected at the direction of the Administrative Agent in accordance with this Section 1.04, including, without limitation, as a result of the price obtained for any Portfolio Investment, the timing of any sale or sales of Portfolio Investments or the notice or lack of notice provided to any person Person in connection with any such sale, so long as, in the case of the Administrative Agent and the Collateral Agent only, any such sale does not violate applicable law. (d) With respect to any disposition of a Portfolio Investment permitted by this Agreement, upon the settlement date of such sale the security interest granted herein with respect to such Collateral shall automatically (and without further action by any party) terminate and all rights to such Collateral shall revert to the Company. Upon any such termination, the Collateral Agent will, at the Company's sole expense, deliver to the Company, or cause the Intermediary to deliver, without any representations, warranties or recourse of any kind whatsoever, all certificates and instruments representing or evidencing such Collateral held by the Intermediary hereunder, and execute and deliver to the Company or its nominee such documents as the Company shall reasonably request to evidence such termination.