Exhibit 10.12


 


EXECUTION VERSION


 













 



 




 


 


 


LOAN SALE AGREEMENT


 


 


among


 


 


PALMER SQUARE CAPITAL BDC INC.,


as the Seller,


 


 


and


 


 


PALMER SQUARE BDC FUNDING II LLC,

as the Purchaser


 


 


Dated as of December 18, 2020


 


 


 





 



 




     


     


    

 


Table
of Contents


 


	 	Page
	 	 
	ARTICLE I Definitions 	1
	 	 	 	 
		Section 1.1	Definitions.	1
	 	 	 	 
		Section 1.2	Other Terms.	3
	 	 	 	 
	ARTICLE II TRANSFER OF THE CONVEYED ASSETS 	4
	 	 	 	 
		Section 2.1	Transfer of the Conveyed Assets.	4
	 	 	 	 
		Section 2.2	Conveyance of Loan Assets.	5
	 	 	 	 
		Section 2.3	Direct Assignments.	6
	 	 	 	 
		Section 2.4	Delivery of Documents.	6
	 	 	 	 
		Section 2.5	Assignments.	6
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES 	6
	 	 	 	 
		Section 3.1	Representations and Warranties of the Seller.	6
	 	 	 	 
		Section 3.2	Representations and Warranties Regarding the Loans and Information.	10
	 	 	 	 
		Section 3.3	Representations and Warranties of the Purchaser.	10
	 	 	 	 
	ARTICLE IV Perfection of Transfer and Protection of Security Interests 	12
	 	 	 	 
		Section 4.1	Custody of Loan.	12
	 	 	 	 
		Section 4.2	Filing.	12
	 	 	 	 
		Section 4.3	Changes in Name, Corporate Structure or Location.	12
	 	 	 	 
		Section 4.4	Costs and Expenses.	12
	 	 	 	 
		Section 4.5	Sale Treatment.	12
	 	 	 	 
	ARTICLE V Covenants 	13
	 	 	 	 
		Section 5.1	Covenants of the Seller.	13


 






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Table
of Contents


 (continued)




 


	 	 	 	Page
	 	 	 	 
	ARTICLE VI Indemnification by THE SELLER 	14
	 	 	 	 
	 	Section 6.1	Indemnification.	14
	 	 	 	 
	 	Section 6.2	Liabilities to Obligors.	17
	 	 	 	 
	 	Section 6.3	Limitation on Liability.	17
	 	 	 	 
	ARTICLE VII MANDATORY REPURCHASES	18
	 	 	 	 
	 	Section 7.1	Mandatory Repurchases.	18
	 	 	 	 
	 	Section 7.2	Reassignment of Substituted or Repurchased Loans.	18
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS	19
	 	 	 	 
	 	Section 8.1	Amendment.	19
	 	 	 	 
	 	Section 8.2	Governing Law.	19
	 	 	 	 
	 	Section 8.3	Notices.	19
	 	 	 	 
	 	Section 8.4	Severability of Provisions.	20
	 	 	 	 
	 	Section 8.5	Third Party Beneficiaries.	20
	 	 	 	 
	 	Section 8.6	Counterparts.	20
	 	 	 	 
	 	Section 8.7	Headings.	20
	 	 	 	 
	 	Section 8.8	No Bankruptcy Petition; Disclaimer.	20
	 	 	 	 
	 	Section 8.9	Governing Law.	21
	 	 	 	 
	 	Section 8.10	Consent to Jurisdiction; Waiver of Objection to Venue.	21
	 	 	 	 
	 	Section 8.11	No Partnership.	22
	 	 	 	 
	 	Section 8.12	Successors and Assigns; Assignment to Collateral Agent.	22
	 	 	 	 
	 	Section 8.13	Duration of Agreement.	22
	 	 	 	 
	 	Section 8.14	Limited Recourse.	22


 




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SCHEDULES AND EXHIBITS


 


	Schedule 1	-	Loans
	 	 	 
	Schedule 2	-	Notice Information
	 	 	 
	Exhibit A	-	Form of Loan Assignment


 






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THIS LOAN SALE AGREEMENT,
dated as December 18, 2020 (as amended, modified, restated, or supplemented from time to time, this “Agreement”),
is made by and between Palmer Square Capital BDC Inc., a Maryland corporation (together with its successors and assigns in such
capacity, the “Seller”), and Palmer Square BDC Funding II LLC, a Delaware limited liability company (together
with its successors and assigns in such capacity, the “Purchaser”).


 


PREAMBLE


 


WHEREAS, the
Purchaser desires to acquire from time to time certain Loans, together with certain related property, as more fully described in
the Loan and Security Agreement, dated as of the date hereof (as amended, modified, restated or supplemented from time to time,
the “Loan Agreement”), by and among the Purchaser, as the Borrower, the Seller, Palmer Square Capital BDC Inc.,
as the Collateral Manager, each of the Lenders from time to time party thereto, Wells Fargo Bank, National Association, as the
Administrative Agent, and U.S. Bank National Association, as the Collateral Agent and as the Custodian;


 


WHEREAS, it
is a condition to the Purchaser’s acquisition of the Loans from the Seller that the Seller make certain representations,
warranties and covenants regarding all Loans and related property sold and transferred pursuant to this Agreement for the benefit
of the Purchaser; and


 


WHEREAS, the
Purchaser may from time to time acquire certain Loans from the Seller pursuant to the terms and conditions set forth herein and
in the Loan Agreement.


 


NOW, THEREFORE,
based upon the above recitals, the mutual premises and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


ARTICLE
I

Definitions


 


Section
1.1 Definitions.


 


Capitalized terms used
but not otherwise defined herein shall have the meanings attributed to such terms in the Loan Agreement. In addition, as used herein,
the following defined terms, unless the context otherwise requires, shall have the following meanings:


 


“Conveyed
Assets”: Collectively, the Loan Assets.


 


“Defaulted
Loans”: Any Loan subject to an event described in clause (b), (c), (d) or (f) of the definition of Assigned Value Adjustment
Event in the Loan Agreement.


 


“Indemnified
Party”: The meaning specified in Section 6.1.


 


“Ineligible
Loan”: The meaning specified in Section 7.1.


 






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“Loan”:
Any commercial loan or note set forth on Schedule 1 to this Agreement as updated from time to time pursuant to Section
2.1(a).


 


“Loan Assets”:
Any assets acquired by the Purchaser from the Seller pursuant to Section 2.1(a), which assets shall, unless the Administrative
Agent is otherwise notified at the time of the sale, include the Seller’s right, title and interest in the following:


 


(i) the Loans
listed in the related Loan List, all payments paid in respect thereof and all monies due, to become due or paid in respect thereof
accruing on and after the applicable Transfer Date and all insurance proceeds, liquidation proceeds and other proceeds and recoveries
thereon, in each case as they arise after the applicable Transfer Date;


 


(ii) all security
interests and Liens and Related Property subject thereto from time to time purporting to secure payment by Obligors under such
Loans;


 


(iii) all guaranties,
indemnities and warranties, and other agreements or arrangements of whatever character from time to time supporting or securing
payment of such Loans;


 


(iv) all collections
and records (including computer records) with respect to the foregoing;


 


(v) all Underlying
Instruments relating to the applicable Loan Files; and


 


(vi) all income,
payments, proceeds and other benefits of any and all of the foregoing, including but not limited to, all accounts, cash and currency,
chattel paper, electronic chattel paper, tangible chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles,
instruments, commercial tort claims, deposit accounts, inventory, investment property, letter of credit rights, software, supporting
obligations, accessions, and other property consisting of, arising out of, or related to the foregoing, but excluding any Excluded
Amount with respect thereto.


 


“Loan Assignment”:
A Loan Assignment executed by the Seller and the Purchaser, substantially in the form of Exhibit A attached hereto.


 


“Loan Checklist”:
An electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Seller to the Custodian, for each Loan,
of all Required Loan Documents to be included within the respective Loan File, which shall specify whether such document is an
original or a copy.


 


“Loan File”:
With respect to each Loan, a file containing (a) each of the documents and items as set forth on the Loan Checklist with respect
to such Loan and (b) duly executed originals or if the original is not available to the Seller, a copy of any other relevant
records relating to such Loans and the Underlying Assets pertaining thereto.


 






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“Loan List”:
Schedule I to each Loan Assignment delivered pursuant hereto and Schedule 1 to this Agreement as updated from time to time
pursuant to Section 2.1(a).


 


“Net Purchased
Loan Balance”: As of any date of determination, an amount equal to the sum of (i) the aggregate Outstanding Balance of
all Loans sold and/or contributed to the Purchaser by the Seller hereunder prior to such date plus (ii) the aggregate Outstanding
Balance of all Loans acquired by the Purchaser other than from the Seller prior to such date, in each case calculated as of the
date of the Purchaser’s acquisition thereof.


 


“Noteless
Loan”: A Loan with respect to which the Underlying Instruments either (i) do not require the Obligor to execute and deliver
a promissory note to evidence the indebtedness created under such Loan or (ii) require execution and delivery of such a promissory
note only upon the request of any holder of the indebtedness created under such Loan, and as to which the Seller has not requested
a promissory note from the related Obligor.


 


“Purchaser”:
The meaning set forth in the preamble.


 


“Related Property”:
With respect to any Loan, means the interest of the Obligor in any property or other assets designated and pledged or mortgaged
as collateral to secure repayment of such Loan.


 


“Repurchase
Price”: As of any date of determination with respect thereto, with respect to any Loan repurchased pursuant to Section
7.1, the Transfer Deposit Amount with respect thereto.


 


“Seller”:
The meaning set forth in the preamble.


 


“Seller Retained
Interest”: Accrued and unpaid interest (other than Accreted Interest) and fees with respect to any Loan with respect
to that period of time prior to the Transfer Date, with respect to the related Loan.


 


“Transfer
Date”: The date of transfer of any Loan Assets hereunder.


 


“Transfer
Deposit Amount”: On any date of determination with respect to any Loan, an amount equal to the purchase price (expressed
as percentage of par) multiplied by the outstanding principal balance of such Loan on its initial Transfer Date less any principal
received by the Purchaser after such initial Transfer Date with respect thereto, plus the portion of fees amortized since the initial
Transfer Date as calculated per the Seller’s accounting policies with respect to such Loan.


 


“Transfer
Documents”: The meaning set forth in Section 2.5.


 


“Underlying
Note”: One or more promissory notes executed by the applicable Obligor evidencing a Loan.


 


Section
1.2 Other Terms.


 


The interpretive provisions
contained in Section 1.2, Section 1.3 and Section 1.4 of the Loan Agreement are hereby incorporated by reference herein.


 






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ARTICLE
II

TRANSFER OF THE CONVEYED ASSETS


 


Section
2.1 Transfer of the Conveyed Assets.


 


(a) Each of the Seller
and the Purchaser agrees and acknowledges that the Purchaser may, from time to time, as permitted hereunder and under the Loan
Agreement, acquire from the Seller Loan Assets for a purchase price equal to the fair market value thereof as agreed between the
Purchaser and the Seller. Loan Assets will be acquired, in each case, pursuant to (i) this Agreement upon the delivery from time
to time by the Seller to the Purchaser of a Loan Assignment identifying the Loan Assets to be transferred by the Seller to the
Purchaser on such Transfer Date and (ii) one or more assignment agreements in the form specified in the applicable Underlying Instruments
having an effective date as specified in such assignment agreement without further amendment hereof. From and after the Transfer
Date, the Loan Assets listed on Schedule I to the related Loan Assignment shall be deemed added to Schedule 1 hereto. The
purchase price for each Loan Asset shall be paid by the Purchaser in a combination of (i) immediately available funds and (ii)
if the Purchaser does not have sufficient funds to pay the full amount of the purchase price, by means of a capital contribution
by the Seller to the Purchaser; provided that the Seller may elect to designate all or any portion of the Loan Asset being transferred
by it to the Purchaser as a capital contribution to the Purchaser. Notwithstanding any other provision of this Agreement, only
the rights and obligations of the Seller as a lender under such Loan are sold and transferred thereby. The sale and transfer of
any Conveyed Assets hereunder does not constitute and is not intended to result in a creation or assumption by the Purchaser or
any assignee of the Purchaser (including the Collateral Agent for the benefit of the Secured Parties), of any obligation of the
Seller as administrative agent, collateral agent or paying agent under any Loan. The exchange of the Conveyed Assets for the payment
of the purchase price is intended by the Seller and the Borrower to be a contemporaneous exchange. Neither the Seller nor the Purchaser
has the right to unilaterally alter, subsequent to the transfer, the consideration given to the Seller for any Conveyed Asset.


 


(b) Except as specifically
provided in this Agreement, the sale of any Conveyed Assets under this Agreement shall be without recourse to the Seller; it being
understood that the Seller shall be liable to the Purchaser for all representations, warranties, covenants and indemnities made
by the Seller pursuant to the terms of this Agreement, all of which obligations are limited so as not to constitute recourse to
the Seller for the credit risk of the Obligors. Each of the Seller and the Purchaser agrees that (i) the representations and warranties
of the Seller in Sections 3.1 and 3.2 hereof and of the Purchaser in Section 3.3 hereof, and the covenants
of the Seller herein, including without limitation Section 5.1, will run to and be for the benefit of the Purchaser and
the Collateral Agent (on behalf of the Secured Parties) and (ii) either the Purchaser or, after an Event of Default, the Collateral
Agent (on behalf of the Secured Parties) may (but shall not be obligated to) enforce the repurchase obligations of the Seller with
respect to breaches of such representations, warranties and covenants as set forth herein. The parties hereto acknowledge and agree
that the Collateral Agent for the benefit of the Secured Parties is a third party beneficiary of such representations, warranties
and covenants. Except as otherwise set forth in Sections 2.1(c) and (d) (and any related rights under the UCC), Section
6.1 and the repurchase obligations set forth in Section 7.2, neither the Purchaser nor the Collateral Agent has any
recourse to the Seller with respect to the Conveyed Assets, including no recourse to, or guaranty by the Seller of any defaults
or delinquent payments under the Conveyed Assets.


 






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(c) Each of the Seller
and the Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Conveyed Assets by the Seller to the Purchaser
pursuant to this Agreement in each and every case is intended to be, is and shall be treated for all purposes (other than tax and
consolidated accounting purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Conveyed Assets
(free and clear of any Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing,
a debt or any other obligation and (ii) such Conveyed Assets shall not be part of the Seller’s estate in the event of a filing
of a bankruptcy petition or other action by or against the Seller under any Insolvency Law; provided, however, that
as a result of the consolidation required by GAAP, the transfers of the Conveyed Asset may be reflected as a financing by the Seller
in its consolidated financial statements. It is, further, not the intention of the parties that any such sale, conveyance or transfer
be deemed a pledge of any Conveyed Assets by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However,
in the event that notwithstanding such intent and agreement, any such Conveyed Assets are held to continue to be the property of
the Seller, then the parties hereto agree that the Seller hereby grants to the Purchaser a security interest in all of its right,
title and interest in, to and under such Conveyed Assets (whether now existing or hereafter created). For such purposes, this Agreement
shall constitute a security agreement under the UCC, to secure the prompt and complete payment of a loan deemed to have been made
by the Purchaser to the Seller in an amount equal to the aggregate purchase price paid to the Seller together with such other obligations
of the Seller as may arise hereunder in favor of the Purchaser.


 


(d) The Seller hereby
authorizes the Purchaser to file or cause to be filed, and the Purchaser shall file or shall cause to be filed, in all jurisdictions
and with all filing offices as are necessary or advisable to perfect the precautionary security interest granted to the Purchaser
pursuant to Section 2.1(c), a precautionary UCC-1 financing statement and any amendments thereto and continuation statements
thereto as may be necessary or advisable naming the Seller as debtor, the Purchaser as secured party and the Collateral Agent as
assignee, listing all of the Conveyed Assets pledged hereunder as collateral thereunder.


 


(e) Notwithstanding the
foregoing, no transfer shall occur under this Agreement until receipt by the Administrative Agent, Collateral Agent and initial
Lender of executed legal opinion or opinions of Dechert LLP, counsel to the Purchaser and the Seller, covering (i) non-consolidation
of the Purchaser with the Seller and (ii) true sale or true contribution of the Loans from the Seller to the Purchaser, in each
case, in form and substance acceptable to the Administrative Agent in its reasonable discretion.


 


Section
2.2 Conveyance of Loan Assets.


 


As and when permitted
by the Loan Agreement and subject to this Section 2.2 and the satisfaction of the conditions imposed under the Loan Agreement
with respect to the acquisition of Loan Assets, the Seller may at its option (but shall not be obligated to), as the Seller may
agree with the Purchaser, sell, convey and transfer to the Purchaser all the right, title and interest of the Seller in and to
the Loan Assets identified in the related assignment agreement, in each and every case without recourse other than as expressly
provided herein.


 






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Section
2.3 Direct Assignments.


 


The Seller and the
Purchaser acknowledge and agree that, solely for administrative convenience, any transfer document or assignment agreement (or,
in the case of any Underlying Note, any chain of endorsement) required to be executed and delivered in connection with the transfer
of a Loan in accordance with the terms of related Underlying Instruments may reflect that (i) the Seller (or any third party from
whom the Seller or the Purchaser may purchase a Loan) or a Subsidiary of the Seller is assigning such Loan directly to the Purchaser
or (ii) the Purchaser is acquiring such Loan at the closing of such Loan. Nothing in any such transfer document or assignment agreement
(or, in the case of any Underlying Note, nothing in such chain of endorsement) shall be deemed to impair the sales, conveyances
and transfers of the Loans by the Seller to the Purchaser in accordance with the terms of this Agreement.


 


Section
2.4 Delivery of Documents.


 


With respect to each
Loan transferred hereunder as part of the Conveyed Assets, within the time period required for delivery thereof under the Loan
Agreement, the Seller, on behalf of the Purchaser and the Collateral Manager, will deliver or cause to be delivered to the Custodian
each of the Required Loan Documents with respect to such Loan.


 


Section
2.5 Assignments.


 


It is the intention
of the Seller and the Purchaser that this Agreement, the Loan List and each Loan Assignment (collectively, the “Transfer
Documents”) shall supplement each assignment agreement required to be executed under any Underlying Instrument relating
to any Conveyed Asset, and that whenever possible, each provision of the Transfer Documents shall be interpreted in such manner
as to be effective and valid under each applicable Underlying Instrument and without replacing or superseding such assignment agreement.
However, to the extent that there is a conflict or inconsistency between any provision of any Transfer Document, on the one hand,
and any provision of any assignment agreement, on the other hand, such assignment agreement shall control and prevail to the extent
any such conflict or inconsistency would invalidate the sale, transfer and assignment contemplated thereby, without invalidating
the remainder of such provision of such Transfer Document or the remaining provisions of the Transfer Documents, and to the extent
any provision of any Transfer Document would conflict with any Underlying Instrument applicable to any Conveyed Asset in a manner
that would invalidate the sale, transfer and assignment contemplated hereby, such Underlying Instrument shall be controlling as
to such provision without invalidating the remainder of such provision or the remaining provisions of the Transfer Documents.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


The Seller makes, and
upon each Transfer Date is deemed to make, the representations and warranties (including with respect to any Loan sourced or originated
by the Seller which for administrative convenience is assigned directly to the Purchaser or the Purchaser acquires directly at
the closing of the Loan in accordance with Section 2.3) set forth in Section 3.1 and, with respect to the Loan Assets
transferred on such Transfer Date, Section 3.2, on which the Purchaser will rely in acquiring any Loan Assets on any applicable
Transfer Date, and on which, in each case, each of the parties hereto acknowledges and agrees that the Collateral Agent, for the
benefit of the Secured Parties, shall be entitled to rely as an express third party beneficiary as a condition of the Purchaser
entering into the Transaction Documents to which it is a party. Each of the parties hereto acknowledges and agrees that such representations
and warranties are being made by the Seller for the benefit of the Purchaser and the Collateral Agent, for the benefit of the Secured
Parties.


 


The representations
and warranties set forth in this Article III are given as of the applicable Transfer Date, but shall survive the sale, transfer
and assignment of the Conveyed Assets to the Purchaser hereunder.


 


Section
3.1 Representations and Warranties of the Seller.


 


By its execution of
this Agreement, the Seller represents and warrants to the Purchaser as of the date hereof and as of each Transfer Date that:


 


(a) Organization and
Good Standing. The Seller has been duly organized, and is validly existing as a corporation in good standing, under the laws
of the State of Maryland, with all requisite corporate power and authority to own or lease its properties and conduct its business
as such business is presently conducted. The Seller had at all relevant times, and now has all necessary power, authority and legal
right to acquire, own and sell the Conveyed Assets.



 






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(b) Due Qualification.
The Seller is (i) duly qualified to do business and is in good standing as a corporation in its jurisdiction of formation, and
(ii) has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of
property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be so
qualified, licensed or approved would not reasonably be expected to have a Material Adverse Effect.


 


(c) Power and Authority;
Due Authorization; Execution and Delivery. The Seller (i) has all necessary corporate power, authority and legal right to (a)
execute and deliver each Transaction Document to which it is a party, and (b) carry out the terms of the Transaction Documents
to which it is a party, and (ii) has duly authorized by all necessary corporate action, the execution, delivery and performance
of each Transaction Document to which it is a party and solely with respect to the pledge and assignment of an ownership and security
interest in the Conveyed Assets being sold on such Transfer Date, on the terms and conditions herein provided. This Agreement and
each other Transaction Document to which the Seller is a party have been duly executed and delivered by the Seller.


 


(d) Binding Obligation.
Each Transaction Document to which the Seller is a party constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and
by general principles of equity (whether such enforceability is considered in a suit at law or in equity).


 


(e) No Violation.
The consummation of the transactions contemplated by each Transaction Document to which it is a party and the fulfillment of the
terms thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time or both) a default under, the Governing Documents of the Seller or any Contractual Obligation of the Seller,
(ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any of the Seller’s properties pursuant
to the terms of any such Contractual Obligation, other than this Agreement, or (iii) violate any Applicable Law.


 


(f) Agreements.
The Seller is not a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably
be expected to result in a Material Adverse Effect. The Seller is not in default in any manner under any provision of any agreement
or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any
of its properties or assets are or may be bound, where such defaults could reasonably be expected to result in a Material Adverse
Effect.


 


(g) No Proceedings.
There is no litigation, proceeding or investigation pending or, to the knowledge of the Seller, threatened against the Seller,
before any Governmental Authority (i) asserting the invalidity of any Transaction Document to which the Seller is a party, (ii)
seeking to prevent the consummation of any of the transactions contemplated by any Transaction Document to which the Seller is
a party or (iii) that could reasonably be expected to have a Material Adverse Effect.


 


(h) All Consents Required.
All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person or of any Governmental Authority
(if any) required for the due execution, delivery and performance by the Seller of each Transaction Document to which it is a party
have been obtained or made; except for all UCC financing statements to be made or otherwise delivered to the Collateral Agent and
filed by the Purchaser filing as of (or promptly following) the Closing Date.


 


(i) Bulk Sales.
The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require compliance with
any “bulk sales” act or similar law by the Seller.


 


(j) Solvency.
The Seller is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the Transaction Documents
to which the Seller is a party do not and will not render the Seller not Solvent and the Seller has delivered to the Purchaser
and the Administrative Agent on the Closing Date a certification in the form of Exhibit C to the Loan Agreement.


 


(k) Taxes. The
Seller has timely filed or caused to be filed all U.S. federal, state, and other material Tax returns and reports required to be
filed by it and has paid or caused to be paid all U.S. federal, state, and other material Taxes required to be paid by it, except
Taxes that are being contested in good faith by appropriate proceedings and for which the Seller has set aside on its books adequate
reserves in accordance with GAAP; no tax lien that is not a Permitted Lien has been filed against the Seller.


 






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(l) Reports Accurate.
All information, financial statements of the Seller, documents, books, records or reports furnished or to be furnished by the Seller
to the Purchaser in connection with this Agreement (other than projections, forward looking information, general economic data
or industry information and with respect to any information or documentation prepared by the Seller or one of its Affiliates for
internal use or consideration, statements as to (or the failure to make a statement as to) the value of, collectability of, prospects
of or potential risks or benefits associated with a Loan or Obligor) is true and correct in all material respects after giving
effect to any updates thereto (or, with respect to information relating to Obligors or other third parties, is true and correct
in all material respects to the actual knowledge of the Seller) as of the date such information is provided (or such other date
as may be specified therein).


 


(m) Location.
The Seller’s location (within the meaning of Article 9 of the UCC) is, and at all times has been, the State of Maryland.
The Seller has not changed its location within the four (4) months preceding the Closing Date, except to the extent it has satisfied
the requirements of Sections 4.3 and 5.1(d).


 


(n) Legal Name.
The Seller’s exact legal name is and at all times has been Palmer Square Capital BDC Inc. As of the Closing Date, the Seller
has not had any prior legal names.


 


(o) Value Given.
The Seller has received reasonably equivalent value from the Purchaser in consideration for the transfer to the Purchaser of the
Conveyed Assets, and no such transfer shall have been made for or on account of an antecedent debt, and no such transfer is or
may be voidable or subject to avoidance under any section of the Bankruptcy Code.


 


(p) Accounting.
Other than for tax and consolidated accounting purposes, the Seller accounts for the sale, conveyance and transfer of each Conveyed
Asset as a sale for legal and financial accounting purposes (including notations on its books, records and financial statements,
in each case consistent with GAAP and with the requirements set forth herein).


 


(q) Investment Company
Act. The Seller is an “investment company” that has elected to be regulated as a “business development company”
within the meaning of the 1940 Act. The Seller conducts its business and other activities in compliance in all material respects
with the applicable provisions of the 1940 Act and nay applicable rules, regulations or orders issued by the SEC thereunder.


 


(r) ERISA. The
following representations shall be repeated on each day during the term of this Agreement:


 


(i) Neither
the Seller nor any of its ERISA Affiliates has during the past six years maintained, contributed to or had an obligation to contribute
to any Employee Plan or Multiemployer Plan, does not have any present intention to do so and otherwise has no liability with respect
to any such plans; and


 


(ii) The
Seller is not and is not acting on behalf of (I) an “employee benefit plan” within the meaning of Section 3(3) of ERISA
that is subject to Part 4 of Subtitle B of Title I of ERISA, (II) a “plan” within the meaning of Section 4975(e)(1)
of the Code, to which Section 4975 of the Code applies, (III) an entity whose underlying assets include “plan assets”
subject to Title I of ERISA or Section 4975 of the Code by reason of Section 3(42) of ERISA, U.S. Department of Labor Regulation
29 CFR Section 2510.3-101 or otherwise, or (IV) a “governmental plan” (as defined in Section 3(32) of ERISA) or another
type of plan (or an entity whose assets are considered to include the assets of any such governmental or other plan) that is subject
to any law, rule or restriction that is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”).


 






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(s) Compliance with
Law. The Seller has complied in all material respects with all Applicable Law to which it may be subject, and no item of Collateral
contravenes any Applicable Law as of its Transfer Date (including, without limitation, all applicable predatory and abusive lending
laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices and privacy).


 


(t) No Material Adverse
Effect. No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse
Effect on the Seller since the Closing Date (except as may have been previously disclosed and waived in accordance with the Transaction
Documents).


 


(u) Full Payment.
As of the initial Transfer Date thereof, the Seller had no knowledge of any fact which should lead it to expect that any Loan which
is being sold, conveyed and transferred to the Purchaser on such Transfer Date will not be repaid by the applicable Obligor in
full.


 


(v) Accuracy of Representations
and Warranties. Each representation or warranty by the Seller contained herein or in any report, financial statement, exhibit,
schedule, certificate or other document furnished by the Seller pursuant hereto, in connection herewith or in connection with the
negotiation hereof is true and correct in all material respects.


 


(w) Sanctions.
None of the Seller, any Person directly or indirectly Controlling the Seller nor any Person directly or indirectly Controlled by
the Seller and, to the Seller’s knowledge, no Related Party of the foregoing (i) is a Sanctioned Person; (ii) is controlled
by or is acting on behalf of a Sanctioned Person; (iii) is, to the Seller’s knowledge, under investigation for an alleged
breach of Sanction(s) by a governmental authority that enforces Sanctions; or (iv) will fund any repayment of the Obligations with
proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause any Lender or any other party
to this Agreement, or any Related Party, to be in breach of any Sanctions. To each such Person’s knowledge, no investor in
such Person is a Sanctioned Person. The Seller will notify each Lender and Administrative Agent in writing not more than one (1)
Business Day after becoming aware of any breach of this section.


 






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Section
3.2 Representations and Warranties Regarding the Loans and Information.


 


By its execution of
this Agreement, the Seller hereby represents to the Purchaser as of the date hereof, as of each Transfer Date and as of each Funding
Date that:


 


(a) Eligibility of
Collateral. As of the related Transfer Date, the Seller has conducted such due diligence and other review as it considered
necessary with respect to each Loan set forth on Schedule 1 hereto as of the date each such Loan was sold to the Purchaser.
As of each Transfer Date, (i) the Loan List and the information contained on Schedule 1 hereto is an accurate and complete
listing of all Loans included in the Conveyed Assets as of the related Transfer Date and the information contained therein with
respect to the identity of such Loans and the amounts owing thereunder is true, correct and complete as of the related Transfer
Date, (ii)  any assignment agreement with respect to Loans is true, correct and complete as of the related Transfer Date,
(iii) each such Loan is an Eligible Loan as of the related Transfer Date, (iv) as of the related Transfer Date, each such
Loan is free and clear of any Lien of any Person (other than Permitted Liens and any Lien which will be released contemporaneously
with the sale thereof to the Purchaser), is in compliance in all material respects with all Applicable Laws and (v) with respect
to each such Loan included in the Conveyed Assets, as of the related Transfer Date, all consents, licenses, approvals or authorizations
of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by the
Seller in connection with the granting of a security interest in such Conveyed Assets to the Purchaser have been duly obtained,
effected or given and are in full force and effect.


 


(b) No Fraud.
Each Loan originated by the Seller was originated without any fraud or material misrepresentation by the Seller, or to the best
of the knowledge of a Responsible Officer of the Seller as of the related Transfer Date, by the related Obligor and each Loan originated
by an unaffiliated third party which was purchased by the Seller and sold to the Purchaser hereunder was, to the best of the
Seller’s knowledge as of the related Transfer Date, originated without any fraud or misrepresentation by the relevant originator
or relevant Obligor.


 


(c) Information.
All information provided by the Seller either to the Purchaser or the Administrative Agent with respect to each Loan or otherwise
hereunder is true, correct and complete in all material respects; provided that, to the extent any such information was
prepared by the Seller based upon information furnished to the Seller by an Obligor or any other third party, such information
is true, correct and complete in all material respects as of the date furnished or, if set forth therein, an earlier applicable
date.


 


Section
3.3 Representations and Warranties of the Purchaser.


 


By its execution of
this Agreement, the Purchaser hereby represents to the Seller as of the date hereof and as of each Transfer Date that:


 


(a) Organization and
Good Standing. The Purchaser has been duly organized, and is validly existing as a limited liability company in good standing,
under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties
and conduct its business as such business is presently conducted, and had at all relevant times, and now has all necessary power,
authority and legal right to acquire, own and sell the Conveyed Assets.


 


(b) Due Qualification.
The Purchaser is (i) duly qualified to do business and is in good standing as a limited liability company in its jurisdiction
of formation, and (ii) has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where
the failure to be qualified, licensed or approved would not reasonably be expected to have a Material Adverse Effect.


 






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(c) Power and Authority;
Due Authorization; Execution and Delivery. The Purchaser (i) has all necessary limited liability company power, authority
and legal right to (a) execute and deliver each Transaction Document to which it is a party and all other documents and agreements
contemplated hereby and thereby, and (b) carry out the terms of the Transaction Documents to which it is a party and all other
documents and agreements contemplated hereby and thereby, and (ii) has duly authorized by all necessary limited liability
company action, the execution, delivery and performance of each Transaction Document to which it is a party and all other documents
and agreements contemplated hereby and thereby. This Agreement and each other Transaction Document to which the Purchaser is a
party have been duly executed and delivered by the Purchaser.


 


(d) Binding Obligation.
Each Transaction Document to which the Purchaser is a party constitutes a legal, valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its respective terms, except as such enforceability may be limited by Insolvency
Laws and by general principles of equity (whether such enforceability is considered in a suit at law or in equity).


 


(e) All Consents Required.
All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person or of any Governmental Authority
(if any) required for the due execution, delivery and performance by the Purchaser of each Transaction Document to which it is
a party have been obtained.


 


(f) No Violations.
The consummation of the transactions contemplated by each Transaction Document to which it is a party and any and all instruments
or documents required to be executed or delivered pursuant to or in connection herewith or therewith and the fulfillment of the
terms thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with
or without notice or lapse of time or both) a default under, the Governing Documents of the Purchaser or any Contractual Obligation
of the Purchaser, (ii) result in the creation or imposition of any Lien (other than Permitted Liens) upon any or the Purchaser’s
properties pursuant to the terms of any such Contractual Obligation, other than as specifically set forth in the Loan Agreement,
or (iii) violate any Applicable Law.


 


(g) No Proceedings.
There is no litigation, proceeding or investigation pending or, to the knowledge of the Purchaser, threatened against the Purchaser,
before any Governmental Authority (i) asserting the invalidity of any Transaction Document to which the Purchaser is a party,
(ii) seeking to prevent the consummation of any of the transactions contemplated by any Transaction Document to which the
Purchaser is a party or (iii) that could reasonably be expected to have a Material Adverse Effect.


 


(h) Beneficial Ownership
Certification. The information included in the Beneficial Ownership Certification is true and correct in all respects.


 






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ARTICLE
IV

Perfection of Transfer

and Protection of Security Interests


 


Section
4.1 Custody of Loan.


 


With respect to each
Loan transferred hereunder as part of the Conveyed Assets, within the time period required for delivery thereof under the Loan
Agreement, the Seller shall deliver copies (or originals, if required by the definition of Required Loan Documents) of the Required
Loan Documents to the Custodian.


 


Section
4.2 Filing.


 


Each of the Seller
and the Purchaser hereby authorizes the Collateral Manager and the Collateral Agent to prepare and file such UCC financing statements
(including but not limited to amendment, renewal, continuation or in lieu statements) and amendments or supplements thereto or
other instruments as the Collateral Manager, the Administrative Agent or the Collateral Agent may from time to time deem necessary
or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC; provided,
that the foregoing shall not relieve the Seller or the Purchaser of their respective obligations to protect the securities interests
granted hereunder, including to file financing and continuation statements in respect to the Collateral.


 


Section
4.3 Changes in Name, Corporate Structure or Location.


 


If any change in the
Seller’s name, identity, structure, existence, state of formation, location or other action would make any financing or continuation
statement or notice of ownership interest or lien relating to any Conveyed Assets seriously misleading within the meaning of applicable
provisions of the UCC or any title statute, the Seller, no later than ten (10) Business Days after the effective date of such change,
shall file such amendments as may be required to preserve and protect the Purchaser’s and the Collateral Agent’s respective
interests in the Conveyed Assets.


 


Section
4.4 Costs and Expenses.


 


The Purchaser under the Loan Agreement will
be obligated to pay all reasonable invoiced costs and disbursements in connection with the perfection and the maintenance of perfection,
as against all third parties, of the Purchaser’s right, title and interest in and to the Conveyed Assets (including, without
limitation, the security interests provided for in the Loan Agreement).


 


Section
4.5 Sale Treatment.


 


The Seller and the
Purchaser shall treat the transfer of Conveyed Assets made hereunder for all purposes (other than tax and consolidated accounting
purposes) as a sale and purchase on all of its relevant books and records; provided, however, that as a result of
the consolidation required by GAAP, the transfers of the Conveyed Asset may be reflected as a financing by the Seller in its
consolidated financial statements.


 






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ARTICLE
V

Covenants


 


Section
5.1 Covenants of the Seller.


 


The Seller makes the
following covenants on which the Purchaser will rely in acquiring any Loan Assets on any applicable Transfer Date, and on which,
in each case, each of the parties hereto acknowledges and agrees that the Collateral Agent, for the benefit of the Secured Parties,
shall be entitled to rely as an express third party beneficiary as a condition of the Purchaser entering into the Transaction Documents
to which it is a party:


 


(a) Existence.
During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation
under the laws of the jurisdiction of its organization and will obtain and preserve its qualification to do business in each jurisdiction
where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be
expected to have a Material Adverse Effect.


 


(b) Security Interests.
Except as otherwise permitted herein and in the Loan Agreement, the Seller will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on any Conveyed Assets (other than any Permitted Lien). Promptly
after a Responsible Officer of the Seller has knowledge thereof, the Seller will notify the Purchaser, the Administrative Agent
and the Collateral Agent of the existence of any Lien on any Conveyed Assets (other than any Permitted Lien); and the Seller shall
defend the respective right, title and interest of the Purchaser in, to and under the Conveyed Assets against all claims of third
parties; provided that nothing in this Section 5.1(b) shall prevent or be deemed to prohibit the Seller from suffering
to exist Permitted Liens upon any of the Conveyed Assets. The Seller shall promptly take all actions required (including, but not
limited to, all filings and other acts necessary or advisable under the UCC of each relevant jurisdiction) in order to continue
(subject to Permitted Liens) the first priority perfected security interest of the Purchaser granted by the Seller hereunder in
all Conveyed Assets which have not been released pursuant to the Loan Agreement.


 


(c) Compliance with
Law. The Seller hereby agrees to comply in all material respects with all Applicable Law to which it may be subject, and no
item of Collateral contravenes any Applicable Law (including, without limitation, all applicable predatory and abusive lending
laws, laws, rules and regulations relating to licensing, truth in lending, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices and privacy).


 


(d) Location.
The Seller shall not move its jurisdiction of formation outside of the State of Maryland without 15 days’ prior written notice
to the Purchaser (who shall forward such notice to the Administrative Agent) and the Collateral Agent.


 






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(e) Merger or Consolidation
of the Seller.


 


(i) Any
Person into which the Seller may be merged or consolidated, or any Person resulting from such merger or consolidation to which
the Seller is a party, or any Person succeeding by acquisition or transfer to substantially all of the assets and the business
of the Seller shall be the successor to such Person hereunder and the other Transaction Documents to which the Seller is a party,
without execution or filing of any paper or any further act on the part of any of the parties hereto, notwithstanding anything
herein to the contrary.


 


(ii) Upon
the merger or consolidation of the Seller or transfer of substantially all of its assets and its business as described in this
Section 5.1(e), the Seller shall provide the Collateral Agent and the Purchaser (who shall forward such notice to the Administrative
Agent) notice of such merger, consolidation or transfer of substantially all of the assets and business within 15 days after completion
of the same.


 


(f) Regulatory Filings.
The Seller may make, or cause to be made, any filings, reports, notices, applications and registrations with, and seek any consents
or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Seller as may
be necessary or that the Seller deems advisable to comply with any federal or state securities or reporting requirements laws relating
to the transactions contemplated by the Transaction Documents or as may be otherwise required by Applicable Law.


 


(g) Collections.
All Collections (other than the Seller Retained Interest) received by it with respect to the Conveyed Assets transferred hereunder
shall be held in trust for the benefit of the Collateral Agent for the benefit of the Secured Parties until deposited into the
Collection Account within two Business Days after receipt.


 


(h) Notice of Default.
The Seller will furnish to the Purchaser (with a copy to the Administrative Agent), promptly (and, in any event, within three (3)
Business Days) upon a Responsible Officer of the Seller becoming aware thereof, notice of the occurrence of any event with respect
to the Seller which constitutes a Default or an Event of Default.


 


ARTICLE
VI

Indemnification by THE SELLER; Limits on sales to the seller


 


Section
6.1 Indemnification.


 


(a) Without limiting
any other rights that any such Person may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify the Purchaser,
the Administrative Agent, the Collateral Agent, the other Secured Parties, the Lenders and each of their respective assigns and
officers, directors, members, managers, employees and agents thereof (collectively, the “Indemnified Parties”),
forthwith on demand, from and against any and all damages, losses, claims (whether brought by or involving the Seller or any third
party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing
being collectively referred to as the “Indemnified Amounts”) awarded against, incurred by or asserted against
such Indemnified Party arising out of or as a result of the following, excluding, however, any Indemnified Amounts (1) that have
the effect of recourse for non-payment of the Loans due to any Obligor’s bankruptcy, insolvency, lack of creditworthiness
or financial inability to pay or (2) to the extent resulting from fraud, gross negligence or willful misconduct on the part of
any Indemnified Party; provided, that, for the avoidance of doubt, the obligations of the Seller set forth in Section
7.1 shall constitute the sole recourse to the Seller for any breach of the representations or warranties set forth in Section
3.2  with respect to any Loan. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified
Amounts relating or resulting from:


 


(i) any
representation or warranty made or deemed made by the Seller or any of its officers under or in connection with this Agreement
or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or
delivered;


 






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(ii) the
failure of any Loan acquired hereunder to be an Eligible Loan as of the related Transfer Date;


 


(iii) the
failure by the Seller to comply with any term, provision or covenant contained in this Agreement or any other agreement executed
by the Seller in connection with this Agreement, or with any Applicable Law, with respect to any Conveyed Assets or the nonconformity
of any Conveyed Assets with any such Applicable Law;


 


(iv) the
failure to vest and maintain vested in the Purchaser an undivided ownership interest in the Conveyed Assets, together with all
Collections (other than the Seller Retained Interest), free and clear of any Lien (other than Permitted Liens) whether existing
at the time of sale hereunder or at any time thereafter;


 


(v) the
failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other Applicable Law with respect to the security interest granted by the Seller
in any Conveyed Assets, whether at the time of sale hereunder or at any subsequent time;


 


(vi) any
dispute, claim, offset or defense (other than the discharge in bankruptcy of the Obligor) of the Obligor to the payment with respect
to any Conveyed Assets (including, without limitation, a defense based on the Conveyed Assets not being a legal, valid and binding
obligation of such Obligor enforceable against it in accordance with its terms);


 


(vii) any
failure of the Seller (for the avoidance of doubt, in its capacity as Seller) to perform its duties or obligations in accordance
with the provisions of this Agreement, or any of the other Transaction Documents to which it is a party or any failure by the Seller
to perform its duties under any Conveyed Assets during the time when the Seller was the owner of the Conveyed Asset;


 


(viii)
any inability to obtain any judgment in, or utilize the court or other adjudication system of, any state in which an Obligor may
be located as a result of the failure of the Seller to qualify to do business or file any notice or business activity report or
any similar report;


 






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(ix) any
action taken by the Seller prior to the related Transfer Date in the enforcement or collection of any Conveyed Assets;


 


(x) any
products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort
arising out of or in connection with the Underlying Assets or services that are the subject of any Conveyed Asset arising or as
a result of any action or omission taken by the Seller with respect to the related Loan prior to the Transfer Date;


 


(xi) the
failure by the Seller to pay when due any Taxes for which the Seller is liable, including without limitation, sales, excise or
personal property taxes payable in connection with the Conveyed Assets;


 


(xii) the
commingling by the Seller of Collections on the Conveyed Assets at any time with other funds of the Seller;


 


(xiii)
any investigation, litigation or proceeding related to this Agreement (including the enforcement of any provision herein) or the
use of proceeds by the Seller from sales of Conveyed Assets executed hereunder or the security interest in the Conveyed Assets;


 


(xiv) any
failure by the Purchaser to give reasonably equivalent value to the Seller or to the applicable third party transferor, in consideration
for the transfer by the Seller or such third party to the Purchaser of any item of Conveyed Assets or any attempt by any Person
to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without
limitation, any provision of the Bankruptcy Code; or


 


(xv) the
failure of the Seller or any of its agents or representatives to remit to the Purchaser or the Collateral Agent, as applicable,
Collections (other than the Seller Retained Interest) on the Conveyed Assets remitted to the Seller or any such agent or representative
as provided in this Agreement.


 


(b) If the Seller has
made any indemnity payment pursuant to this Section 6.1 and such payment fully indemnified the recipient thereof and
the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay
to the Seller an amount equal to the amount it has collected from others in respect of such Indemnified Amounts.


 


(c) Any amounts subject
to the indemnification provisions of this Section 6.1 shall be paid by the Seller to the Indemnified Party on the Payment
Date following such Person’s demand therefor (if given at least five (5) Business Days prior to such Payment Date, and, if
not, on the next subsequent Payment Date), accompanied by a reasonably detailed description in writing of the related damage, loss,
claim, liability and related costs and expenses.


 






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(d) If for any reason
the indemnification provided above in this Section 6.1 is unavailable to the Indemnified Party or is insufficient to
hold an Indemnified Party harmless, then the Seller shall contribute to the amount paid or payable by such Indemnified Party as
a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits
received by such Indemnified Party on the one hand and the Seller on the other hand but also the relative fault of such Indemnified
Party as well as any other relevant equitable considerations; provided that the Seller shall not be required to contribute
in respect of any Indemnified Amounts excluded in Section 6.1(a).


 


(e) The obligations of
the Seller under this Section 6.1 shall survive the resignation or removal of the Administrative Agent, the Collateral
Agent, the Custodian or any Lender and the termination of this Agreement and the Loan Agreement.


 


(f) Notwithstanding anything
contained in this Section 6.1 or otherwise in this Agreement or in any other Transaction Document, the Seller shall not
be liable to any Indemnified Party or any other Person for any consequential (including loss of profit), indirect, special or punitive
damages under this Agreement or any other Transaction Document entered into by the Seller.


 


(g) An Indemnified Party
shall promptly notify the Seller if a claim is made by a third party with respect to this Agreement, and the Seller may assume
(with the consent of the Indemnified Party) the defense and any settlement of any such claim and pay all reasonable invoiced out-of-pocket
expenses in connection therewith, including reasonable invoiced counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against the Indemnified Party in respect of such claim. If the consent of the Indemnified Party
required in the immediately preceding sentence is unreasonably withheld with respect to any claim, the Seller shall be relieved
of its indemnification obligations hereunder with respect to such claim. The parties agree that the provisions of this Section
6.1 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy, insolvency or lack
of creditworthiness of an Obligor with respect to a Loan. The Seller shall have no liability for making indemnification hereunder
to the extent any such indemnification constitutes recourse for uncollectible or uncollected amounts payable under any Loan.


 


Section
6.2 Liabilities to Obligors.


 


The Seller hereby acknowledges
and agrees that no obligation or liability of the Seller to any Obligor under any of the Loans is intended to be assumed by the
Purchaser, the Collateral Manager, the Administrative Agent, the Collateral Agent, the Custodian or the Lenders under or as a result
of this Agreement and the transactions contemplated hereby and under the other Transaction Documents, and the Collateral Agent
for the benefit of the Secured Parties is expressly named as a third party beneficiary of this Agreement for purposes of this Section
6.2.


 


Section
6.3 Limitation on Liability.


 


The Seller shall be
liable under this Agreement only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The
Seller and any shareholder, partner, member, manager, director, officer, employee or agent of the Seller may rely in good faith
on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
The Seller and any shareholder, partner, member, manager, director, officer, employee or agent of the Seller shall be reimbursed
by the Purchaser (subject to the availability of funds in accordance with Section 2.7 or Section 2.8 of the Loan Agreement, as
applicable) for any liability or expense incurred by reason of the Purchaser’s willful misfeasance, bad faith or negligence
(except errors in judgment) in the performance of its duties hereunder, or by reason of reckless disregard of its obligations and
duties hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its obligations under this Agreement or the other Transaction Documents and that in its opinion may involve it
in any expense or liability.


 






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Section
6.4 Limits on Sales and Substitutions.


 


Sales and transfers
of Conveyed Assets from the Seller to the Purchaser shall be subject to the following limitations: (a) in no event shall the aggregate
outstanding balance of Conveyed Assets sold to the Seller by the Purchaser exceed 20% of the Net Purchased Loan Balance and (b)
in no event shall the outstanding balance of Conveyed Assets which are Defaulted Loans sold to the Seller by the Purchaser exceeds
10% of the Net Purchased Loan Balance, it being understood that the limit set forth in this clause (b) shall be a sub-limit of
the limitation set forth in clause (a).


 


ARTICLE
VII

mandatory repurchases


 


Section
7.1 Mandatory Repurchases.


 


(a) Upon discovery by
a Responsible Officer of the Seller or the Purchaser (or the Collateral Manager on its behalf) that a Loan was not an Eligible
Loan on its Transfer Date (each such Loan, an “Ineligible Loan”), the party discovering the same shall give
prompt written notice to the other party hereto, the Administrative Agent, the Collateral Agent and the Collateral Manager. Within
ten (10) Business Days of the earlier of its discovery or its receipt of notice of any such Ineligible Loan, the Seller shall (i)
promptly cure such breach to the satisfaction of the Administrative Agent, (ii) repurchase the Loan by depositing in the Collection
Account an amount equal to the Transfer Deposit Amount of such Loan or (iii) replace such Loan and substitute therefor one or more
Loans in a Substitution satisfying the applicable provisions of Section 2.14 of the Loan Agreement.


 


(b) Notwithstanding anything
to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no consents (other than the consent
of the Collateral Manager on behalf of the Purchaser) shall be required in connection with a mandatory repurchase or Substitution
pursuant to this Section 7.1. Such repurchase and substitution obligations constitute the sole remedy available for a breach
of Section 3.2(a)(iii).


 


(c) The Seller shall
bear all transaction costs incurred in connection with a Substitution of Loans effected pursuant to this Agreement (including costs
under the Loan Agreement).


 


Section
7.2 Reassignment of Substituted or Repurchased Loans.


 


Upon receipt by the
Collateral Agent for deposit in the Collection Account of the Repurchase Price in the case of any repurchased Loan, the Purchaser
hereby assigns to the Seller, unless the Administrative Agent is otherwise notified at the time of the sale, all of the Purchaser’s
right, title and interest in the Conveyed Assets being repurchased or substituted without recourse, representation or warranty.
Such reassigned Loan (together with the other Conveyed Assets related thereto) shall no longer thereafter be deemed a part of the
Conveyed Assets.


 






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ARTICLE
VIII

Miscellaneous


 


Section
8.1 Amendment.


 


No amendment, waiver
or other modification of any provision of this Agreement shall be effective unless signed by the Purchaser and the Seller and consented
to in writing by the Administrative Agent.


 


Section
8.2 Governing Law.


 


(a) This Agreement shall
be construed in accordance with, and this Agreement and all matters arising out of or relating in any way whatsoever (whether in
contract, tort or otherwise) to this Agreement shall be governed by, the law of the State of New York.


 


(b) EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each party hereto (i) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 8.2(b).


 


Section
8.3 Notices.


 


All notices, demands,
certificates, requests, directions and communications hereunder (notices) shall be in writing (including communication by facsimile
copy) and shall be effective (a) upon receipt when sent through the U.S. mail, registered or certified mail, return receipt requested,
postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (b) one Business Day after
delivery to an overnight courier, (c) on the date personally delivered to a Responsible Officer of the party to which sent, or
(d) on the date transmitted by legible facsimile transmission or electronic mail transmission with a confirmation of receipt, in
all cases addressed to the recipient at such recipient’s address for notices set forth in Schedule 2.


 






    19


     


    

 


Section
8.4 Severability of Provisions.


 


If one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever prohibited or held invalid or unenforceable,
then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement
and any such prohibition, invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
covenant, agreement, provision or term in any other jurisdiction.


 


Section
8.5 Third Party Beneficiaries.


 


The parties hereto
hereby manifest their intent that the Collateral Agent, on behalf of the Secured Parties, the Administrative Agent and the Lenders
(and any other Indemnified Parties) are express third party beneficiaries of this Agreement and that no other third party shall
be deemed a third party beneficiary of this Agreement, and specifically that the Obligors are not third party beneficiaries of
this Agreement. By execution of this Agreement, the parties hereto acknowledge that the Collateral Manager will be exercising the
rights and performing the duties of the Purchaser hereunder pursuant to Section 6.2 of the Loan Agreement. For the avoidance of
doubt, the parties acknowledge that the Collateral Agent is entering into this Agreement as directed in and solely in its capacity
as Collateral Agent under the Loan Agreement, and the Collateral Agent shall be entitled to each of the benefits, rights, protections,
immunities and indemnities set forth in the Loan Agreement when acting under this Agreement.


 


Section
8.6 Counterparts.


 


This Agreement (and
each amendment, modification, and waiver in respect thereof) may be executed by facsimile signature and in several counterparts
(including by e-mail (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic
signature” as defined under the Federal Electronic Signatures in Global and National Commerce Act or the New York State Electronic
Signatures and Records Act) or facsimile transmission), each of which shall be an original and all of which shall together constitute
but one and the same instrument.


 


Section
8.7 Headings.


 


The headings of the
various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.


 


Section
8.8 No Bankruptcy Petition; Disclaimer.


 


(a) The Seller covenants
and agrees that, prior to the date that is one year and one day after the satisfaction and discharge of the Loan Agreement or,
if longer, the applicable preference period then in effect, it will not institute against the Purchaser (in the case of the Seller),
or join any other Person in instituting against the Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceedings under the laws of the United States or any state of the United States. This Section
8.8 will survive the termination of this Agreement.


 


(b) The provisions of
this Section 8.8 shall be for the third party benefit of those entitled to rely thereon, including the Collateral Agent
for the benefit of the Secured Parties, and shall survive the termination of this Agreement.


 






    20


     


    

 


Section
8.9 Governing Law.


 


THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 


Section
8.10 Consent to Jurisdiction; Waiver of Objection to Venue.


 


Each of the parties hereto
hereby irrevocably and unconditionally:


 


(a) submits for itself
and its property in any legal action or proceeding relating to this Agreement and the other Transaction Documents to which it is
a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate
courts from any thereof;


 


(b) consents that any
such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;


 


(c) agrees that service
of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrower or the Collateral Manager, as applicable;


 


(d) agrees that nothing
herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue
in any other jurisdiction;


 


(e) waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section
8.10 any special, indirect, exemplary, punitive or consequential (including loss of profit) damages; and


 


(f) EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
8.11 No Partnership.


 


Nothing herein contained
shall be deemed or construed to create a co-partnership or joint venture between the parties hereto.


 


Section
8.12 Successors and Assigns; Assignment to Collateral Agent.


 


This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Each of the
parties hereto acknowledges that the rights of the Purchaser under this Agreement are hereby collaterally assigned to the Collateral
Agent; provided, however, that pursuant to the Loan Agreement, the Collateral Agent has agreed in the Loan Agreement
that unless and until an Event of Default shall have occurred and be continuing and the Termination Date has been declared, the
Obligations under the Loan Agreement accelerated and the Collateral Agent has delivered a Notice of Exclusive Control, the Purchaser
may continue to exercise its rights hereunder.


 






    21


     


    

 


Section
8.13 Duration of Agreement.


 


This Agreement shall
continue in existence and effect until the satisfaction and discharge of the Loan Agreement.


 


Section
8.14 Limited Recourse.


 


(a) No recourse under
or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations)
of the Seller, the Purchaser or the Collateral Manager as contained in this Agreement, the Loan Agreement or any other agreement,
instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, affiliate,
stockholder, officer, partner, member, manager, employee or director of Seller, the Purchaser or the Collateral Manager by the
enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly
agreed and understood that the agreements of the Seller, the Purchaser and the Collateral Manager contained in this Agreement,
the Loan Agreement and all of the other agreements, instruments and documents entered into by any such Person pursuant hereto or
in connection herewith are, in each case, solely the corporate or limited liability company obligations of such Person, and that
no personal liability whatsoever shall attach to or be incurred by such Person or any incorporator, stockholder, affiliate, officer,
partner, member, manager, employee or director of such Person under or by reason of any of the obligations, covenants or agreements
of the Seller, the Purchaser or the Collateral Manager contained in this Agreement, the Loan Agreement or in any other such instruments,
documents or agreements, or that are implied therefrom, and that any and all personal liability of the Seller, the Purchaser and
the Collateral Manager and each incorporator, stockholder, affiliate, officer, partner, member, manager, employee or director of
the Seller, the Purchaser and the Collateral Manager, or any of them, for breaches by the Seller, the Purchaser or the Collateral
Manager of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute
or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement
and each other Transaction Document; provided that the foregoing non-recourse provisions shall in no way affect any rights
the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee, partner, member, manager or
director of the Seller, the Purchaser or the Collateral Manager to the extent of any fraud, misappropriation, embezzlement or any
other financial crime constituting a felony by such Person.


 


(b) Notwithstanding any
contrary provision set forth herein, no claim may be made by any party hereto or assignee thereof any other Person against any
party hereto, the Administrative Agent, the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys
or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Transaction Document,
or any act, omission or event occurring in connection therewith; and each party hereto and its assignees (including the Collateral
Agent as collateral assignee of the rights of the Purchaser hereunder) hereby waives, releases, and agrees not to sue upon any
claim for any such damages, whether or not accrued and whether or not known or suspected.


 


(c) No recourse shall
be had for the payment of any amount owing by the Purchaser, the Seller or the Collateral Manager under this Agreement, any Transaction
Document or for the payment by the Purchaser, the Seller or the Collateral Manager of any fee in respect hereof or any other obligation
or claim of or against the Purchaser, the Seller or the Collateral Manager arising out of or based upon this Agreement or any Transaction
Document, against any employee, officer, director, shareholder, partner, member or manager of the Purchaser, the Seller or the
Collateral Manager or of any Affiliate of such Person (other than the Purchaser, the Seller or the Collateral Manager, as applicable).
Recourse in respect of any obligations of the Purchaser under this Agreement shall be limited to the Collateral (the proceeds of
which are to be applied in accordance with Section 2.7 and Section 2.8 of the Loan Agreement) and on the exhaustion thereof all
claims against the Purchaser hereunder shall be extinguished. The provisions of this Section 8.14 shall survive the termination
of this Agreement.


 


(d) The words “execution,”
“signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




    22


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above
written.


 


	 	PALMER SQUARE CAPITAL BDC INC. 
	 	 	 	 
	 	By:	/s/ Scott A. Betz
	 	 	Name:	Scott A. Betz
	 	 	Title:	CCO
	 	 	 	 
	 	PALMER SQUARE BDC FUNDING II LLC
	 	 	 	 
	 	By:	/s/ Scott A. Betz
	 	 	Name:	Scott A. Betz
	 	 	Title:	CCO


 


Loan Sale Agreement Signature
Page


 




     


     


    

 


	Acknowledged and Agreed:
	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, except as herein expressly provided, but solely as the Collateral Agent	 
	 	 	 
	By:	/s/ Jon C. Warn	 
	Name:	Jon C. Warn	 
	Title:	Vice President	 


 


Loan Sale Agreement Signature Page


 




     


     


    

 


	Acknowledged and Agreed:	 
	 	 	 
	PALMER SQUARE CAPITAL BDC INC. , not in its individual capacity, except as herein expressly provided, but solely as the Collateral Manager	 
	 	 	 
	By:	/s/ Scott A. Betz	 
	Name:	Scott A. Betz	 
	Title:  	CCO	 



 



     


     


    

 


SCHEDULE 1


 


LOANS


 


[To be attached]


 




    Schedule 1


     


    

 


SCHEDULE 2


 


NOTICE INFORMATION


 


Seller:


 


Palmer Square Capital BDC Inc.


1900 Shawnee Mission Parkway


Suite 315


Mission Woods, KS 66205


Attention: Operations


Phone: 816-994-3200


Fax:    913-647-9733


Email:   operations@palmersquarecap.com


 


with a copy to:


 


Dechert LLP


300 S Tryon St


Suite 800


Charlotte NC 28202


Attention: John  Timperio


Phone:  704 339 3180


Fax:     704
339 3179


Email: john.timperio@dechert.com


 


Purchaser:


 


c/o Palmer Square Capital BDC Inc.


1900 Shawnee Mission Parkway


Suite 315


Mission Woods, KS 66205


Attention: Operations


Phone: 816-994-3200


Fax:    913-647-9733


Email:   operations@palmersquarecap.com


 


with a copy to:


 


Dechert LLP


300 S Tryon St


Suite 800


Charlotte NC 28202


Attention: John  Timperio


Phone:  704 339 3180


Fax:     704
339 3179


Email: john.timperio@dechert.com


 






    Schedule 2


     


    

 


Collateral Manager:


 


Palmer Square Capital BDC Inc.


1900 Shawnee Mission Parkway


Suite 315


Mission Woods, KS 66205


Attention: Operations


Phone: 816-994-3200


Fax:    913-647-9733


Email:   operations@palmersquarecap.com


 


with a copy to:


 


Dechert LLP


300 S Tryon St


Suite 800


Charlotte NC 28202


Attention: John  Timperio


Phone:  704 339 3180


Fax:     704
339 3179


Email: john.timperio@dechert.com


 


Collateral Agent:


 


U.S. Bank National Association

190 S. LaSalle Street


Chicago, Illinois 60603


Attn: Global Corporate Trust/Emily Schock


Phone: (312) 332-7097


Email: emily.schock@usbank.com, PalmerSquareCapitalBDCInc@usbank.com


 


Administrative Agent


 


Wells Fargo Bank, National Association

Duke Energy Center


550 S. Tryon Street


Charlotte, NC 28202


Facsimile:  (704) 410-0223


 




    S-2-1


     


    

 


EXHIBIT A


 


 


FORM OF
LOAN ASSIGNMENT


 


LOAN ASSIGNMENT NO.
___, dated as of ______________, from PALMER SQUARE CAPITAL BDC INC. (the “Seller”) to PALMER
SQUARE BDC FUNDING II LLC (the “Purchaser”).


 


(A) We refer to the
Loan Sale Agreement, dated as of December 18, 2020 (such agreement as amended, modified, supplemented or restated from time to
time, the “Agreement”), by and between the Seller and the Purchaser.


 


(B) Defined Terms.
All capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined herein.


 


“Funding Date”
shall mean, with respect to the Loans designated hereby, _____________, _____.


 


(C) Designation
of Loan Assets. Seller delivers herewith a Loan Checklist and, within the time period specified in the Loan Agreement, the
Loan File with respect to such Loans transferred and assigned hereunder, and shall be as of the date of this Loan Assignment incorporated
into and made part of this Loan Assignment and is marked as Schedule I hereto.


 


(D) The Seller does
hereby sell to the Purchaser, and the Purchaser hereby acquires from the Seller, all right, title and interest of the Seller (whether
now owned or hereafter acquired) in the Loan Assets that are identified by the Seller as of the Funding Date, which are listed
on Schedule I.


 


(E) This Loan Assignment
is made without recourse but on the terms and subject to the conditions set forth in the Transaction Documents to which the Seller
is a party. The Seller acknowledges and agrees that the Purchaser is accepting this Loan Assignment in reliance on the representations,
warranties and covenants of the Seller contained in the Transaction Documents to which the Seller is a party. The Seller hereby
certifies to the Purchaser that all of the representations and warranties in Section 3.2 of the Agreement are true, accurate and
complete as of the Funding Date referenced above.


 


(F) Ratification
of the Agreement. The Agreement is hereby ratified, and all references to the “Loan Sale Agreement,” to “this
Agreement” and “herein” shall be deemed to be a reference to the Agreement as supplemented by this Loan Assignment.
Except as expressly amended hereby, all the representations, warranties, terms covenants and conditions of the Agreement shall
remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as
expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or consent to non–compliance
with any term or provision of the Agreement.


 


(G) Each of the Seller
and the Purchaser intends and agrees that (i) the sale, conveyance and transfer of the Loan Assets by the Seller to the Purchaser
pursuant to this Loan Assignment in each and every case is intended to be, is and shall be treated for all purposes (other than
tax purposes) as, an absolute sale, conveyance and transfer of ownership of the applicable Loans Assets (free and clear of any
Lien other than Permitted Liens) rather than the mere granting of a security interest to secure a financing, a debt or any other
obligation and (ii) such Loan Assets shall not be part of the Seller’s estate in the event of a filing of a bankruptcy petition
or other action by or against the Seller under any Insolvency Law; provided, however, that as a result of the consolidation
required by GAAP, the transfers of the Loan Asset may be reflected as a financing by the Seller in its consolidated financial statements.
It is, further, not the intention of the parties that any such sale, conveyance or transfer be deemed a pledge of any Loan Assets
by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that notwithstanding such
intent and agreement, any such Loan Assets are held to continue to be the property of the Seller, then the parties hereto agree
that the Seller hereby grants to the Purchaser a security interest in all of its right, title and interest in, to and under such
Loan Assets (whether now existing or hereafter created). For such purposes, this Agreement shall constitute a security agreement
under the UCC, to secure the prompt and complete payment of a loan deemed to have been made by the Purchaser to the Seller in an
amount equal to the aggregate purchase price paid to the Seller together with such other obligations of the Seller as may arise
hereunder in favor of the Purchaser.


 


(H) THIS LOAN ASSIGNMENT
NO. [____] SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CHOICE
OF LAW PROVISIONS.


 


[Remainder
of Page Intentionally Left Blank]


 




    A-1


     


    

 


IN WITNESS WHEREOF,
the Seller has caused this Loan Assignment to be executed by its duly authorized officer as of the date first above written.


 


	 	PALMER SQUARE CAPITAL BDC INC.,
	 		as the Seller
	 	 	 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:	 


 


Loan
Assignment Signature Page


 




     


     


    

 


SCHEDULE
I TO EXHIBIT A


 


SEE
ATTACHED


 


 


 


 


 


Sch.
I to Exhibit A